Exhibit 8.2
TXS/B1227/28327/LEXS 2 September 2003
0207 006 2363
Gracechurch Card Funding (No. 5) PLC
54 Lombard Street
London EC3P 3AH
United Kingdom
Dear Sirs
RE: OPINION OF CLIFFORD CHANCE LLP RE: UK TAX MATTERS
Gracechurch Card Funding (No.5) PLC
1. We have acted as United Kingdom tax counsel for Gracechurch Card Funding
(No.5) PLC, a public limited company incorporated in England and Wales
(the "Issuer"), in connection with the preparation of the Registration
Statement on Form F-1 (the "Registration Statement"), which has been
filed with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), for the Registration Under the Act
of Class A1 Notes, Class A2 Notes, Class B Notes and Class C Notes
(together, the "Notes") representing asset backed obligations of the
Issuer. The Notes are to be issued pursuant to a trust deed, governed by
English law (the "Trust Deed") between the Issuer and the Bank of New
York acting through its London branch, as trustee, substantially in the
form filed as exhibit 4.5 to the Registration Statement.
2. Based on certain assumptions which cannot be verified before closing,
and subject to (a) finalisation of documents - including those which are
exhibits to the prospectus (the "Prospectus") relating to the Notes - in
a form which is satisfactory to us and not inconsistent with the
descriptions in the Prospectus relating to the Notes and (b) the
reservations below, we are of the opinion that, under current UK law,
the statements set forth in the Prospectus under the headings
"Prospectus Summary: United Kingdom Tax Status" and "United Kingdom
Taxation Treatment of the Notes", to the extent that they constitute
matters of law or legal conclusions with respect thereto, are correct in
all material respects.
3. The opinion set forth is subject to the following reservations:
(a) the statements concerning United Kingdom tax consequences
contained in the Prospectus do not purport to discuss all
possible United Kingdom tax ramifications of the proposed
issuance and are limited to the matters expressly referred to in
those statements; and
(b) our opinion is confined to the matters expressly referred to in
2 above and is based on United Kingdom law and Inland Revenue
practice as at today's date. For the avoidance of doubt, we do
not express any opinion on the laws of any jurisdiction other
than the UK, or in relation to any UK tax or legal aspects
(other than the matters expressly referred to in 2 above).
4. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Clifford
Chance LLP under the captions "Legal Matters", "Prospectus Summary:
United Kingdom Tax Status" and "United Kingdom Taxation Treatment of the
Notes" in the Prospectus. In giving such consent, we do not admit that
we are "experts", within the meaning of the term used in the Act or the
rules and regulations of the Securities and Exchange Commission issued
thereunder, with respect to any part of the Registration Statement,
including this opinion as an exhibit or otherwise.
5. This opinion is addressed solely to the addressee named above and it may
not be relied upon by any other person, firm or corporation whatsoever
(although you may supply a copy to the United States Securities and
Exchange Commission). This opinion shall be governed by and construed in
accordance with English law.
Yours faithfully
Clifford Chance Limited Liability Partnership
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