EXHIBIT 8.2
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                                             www.allenovery.com
Our Ref:  10023-16956 TX:114648.1

                                             12th November, 2003

Permanent  Financing (No. 3) PLC
Blackwell  House
Guildhall Yard
London EC2V 5AE
United Kingdom

Re:    PERMANENT  FINANCING (No. 3) PLC
       REGISTRATION STATEMENT ON FORM  S-11



Ladies and Gentlemen:

We have acted as United Kingdom tax counsel
to Permanent Financing (No. 3) PLC, a public limited company  incorporated under
the laws of England and Wales (the ISSUER),  in connection  with the preparation
of the registration  statement on Form S-11 (the  REGISTRATION STATEMENT) to be
filed with the Securities and Exchange  Commission  (the  COMMISSION)  under the
Securities  Act of 1933,  as amended (the ACT), on November 12, 2003, as amended
on the date hereof,  of which the prospectus (the PROSPECTUS)  forms a part. The
Registration  Statement and  Prospectus  relate to the Issuer's  issuance of the
series 1 issuer  notes,  series 2 issuer notes and series 3 issuer notes (the US
NOTES).

As United Kingdom tax counsel,  we have advised the Issuer with respect
to certain United Kingdom tax  consequences  of the proposed  issuance of the US
Notes.  This advice is  summarised  under the headings  "Summary of prospectus -
United  Kingdom tax status" and "United  Kingdom  taxation"  (collectively,  the
DISCUSSIONS)  in the  prospectus  relating  to the US Notes which is part of the
Registration  Statement.

We hereby  confirm  that the opinions set forth in the
Discussions  represent our opinions as to the matters of law covered by them. We
hereby  consent to the filing of this  letter as an exhibit to the  Registration
Statement. We are aware that we are referred to in the Discussions and under the
heading  "Legal  matters"  in the  Prospectus,  and  we  hereby  consent  to the
references to us in those sections without thereby implying or admitting that we
are "experts"  within the meaning of the Act or the rules and regulations of the
Commission  issued  thereunder,  with  respect  to any part of the  Registration
Statement,  including this exhibit.

Yours faithfully,

/s/ Allen & Overy

ALLEN & OVERY


AMSTERDAM ANTWERP BANGKOK BEIJING  BRATISLAVA  BRUSSELS BUDAPEST DUBAI FRANKFURT
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A list of the names of partners and their professional qualifications is open to
inspection at the above office. The partners are either solicitors or registered
foreign lawyers.  This is a legal  communication not a financial  communication.
Neither  this nor any other  communication  from this firm is intended to be, or
should be construed as, an invitation or inducement  (direct or indirect) to any
person to engage in investment activity.  The following  information is provided
in accordance  with the  Solicitors'  Financial  Services  (Conduct of Business)
Rules 2001.  The provision of our legal services may relate to  investments.  We
are not authorised by the Financial Services Authority,  but we are regulated by
the  Law  Society  and  we can  undertake  certain  activities  in  relation  to
investments  which are limited in scope and  incidental to our legal services or
which may reasonably be regarded as a necessary part of our legal  services.  If
for any reason we are unable to resolve a problem  between us and a client,  our
client may  utilise  the  complaints  and  redress  scheme  operated  by the Law
Society.