Exhibit 8.2
SIDLEY AUSTIN BROWN & WOOD
BEIJING 1 THREADNEEDLE STREET LOS ANGELES
LONDON EC2R 8AW
BRUSSELS TELEPHONE 020 7360 3600 NEW YORK
FACSIMILE 020 7626 7937
CHICAGO DX NUMBER 580 LONDON CITY SAN FRANCISCO
www.sidley.com
DALLAS SHANGHAI
GENEVA SINGAPORE
HONG KONG TOKYO
LONDON WASHINGTON, D.C.
Your Ref: Our Ref: 30507-19
Granite Mortgages 03-3 plc
c/o Fifth Floor
100 Wood Street
London EC2V 7EX
16 September, 2003
Re: Granite Mortgages 03-3 plc
Granite Finance Funding Limited
Granite Finance Trustees Limited
Registration Statement on Form S-11
-----------------------------------
Ladies and Gentlemen:
We have acted as English legal counsel and as United Kingdom tax counsel
for Granite Mortgages 03-3 plc, a public limited company incorporated under
the laws of England and Wales (the "Issuer"), Granite Finance Funding Limited,
a company incorporated under the laws of Jersey ("Funding") and Granite
Finance Trustees Limited, a company incorporated under the laws of Jersey (the
"Mortgages Trustee", and with the Issuer and Funding, the "Registrants" and
each a "Registrant"), in connection with the preparation of the registration
statement on Form S-11 (the "Registration Statement") that was initially filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Act"), on 30 July, 2003, of which the prospectus (the
"Prospectus") forms a part. The Notes will be issued pursuant to a trust deed
(the "Trust Deed") between The Bank of New York (the "Note Trustee") and the
Issuer.
We have advised the Registrants with respect to certain United Kingdom
tax consequences of the proposed issuance of the Notes. This advice is
summarised under the headings "Summary of the notes - United Kingdom tax
status" and "Material United Kingdom tax consequences" in the Prospectus
relating to the Notes in respect of which we participated as your counsel for
the registration of such Notes under the Act. We confirm and
A LIST OF PARTNERS' NAMES AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN FOR
INSPECTION AT 1 THREADNEEDLE STREET, LONDON, EC2R 8AW, WHICH IS ALSO THE
PRINCIPAL PLACE OF BUSINESS OF THE PARTNERSHIP. ALL PARTNERS ARE EITHER
SOLICITORS OR REGISTERED FOREIGN LAWYERS.
THE OFFICES LISTED ABOVE (OTHER THAN LONDON) ARE OFFICES OF ASSOCIATED
SIDLEY AUSTIN BROWN & WOOD PARTNERSHIPS.
REGULATED BY THE LAW SOCIETY.
SIDLEY AUSTIN BROWN & WOOD
adopt as our opinion the opinions set forth in the Prospectus under the
captions "Summary of the notes - United Kingdom tax status" and "Material
United Kingdom tax consequences".
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm (as counsel to the
Registrants) under the headings "Summary of the notes - United Kingdom tax
status", "Material United Kingdom tax consequences", "Enforcement of foreign
judgements in England and Wales" and "Legal matters" in the Prospectus forming
a part of the Registration Statement, without implying or admitting that we
are "experts" within the meaning of 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 exhibit.
Very truly yours,
/s/ SIDLEY AUSTIN BROWN & WOOD
2