EXHIBIT 8.1
SIDLEY AUSTIN BROWN & WOOD LLP
BEIJING 787 SEVENTH AVENUE LOS ANGELES
---- NEW YORK, NEW YORK 10019 ----
BRUSSELS TELEPHONE 212 839 5300 NEW YORK
---- FACSIMILE 212 839 5599 ----
CHICAGO www.sidley.com SAN FRANCISCO
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DALLAS FOUNDED 1866 SHANGHAI
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GENEVA SINGAPORE
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HONG KONG TOKYO
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LONDON WASHINGTON, D.C.
September 14, 2004
Granite Mortgages 04-3 plc
c/o Fifth Floor
100 Wood Street
London EC2V 7EX
Re: Granite Mortgages 04-3 plc
Granite Finance Funding Limited
Granite Finance Trustees Limited
Registration Statement on Form S-11
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Ladies and Gentlemen:
We have acted as United States tax counsel for Granite Mortgages 04-2
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 July 19, 2004, 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 States
federal income tax consequences of the proposed issuance of the Notes. This
advice is summarized under the headings "Summary of the notes - United States
tax status" and "Material United States 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 adopt as our
opinion the opinions set forth in the Prospectus under the captions "Summary
of the notes - United States tax status" and "Material United States 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 States tax
status", "Material United States tax consequences" 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 LLP
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