EXHIBIT 5.1

                          AQJ/B1227/31730/LEXS                  12 November 2004
                          0207 006 2685

Gracechurch Card Funding (No. 7) PLC
54 Lombard Street
London EC3P 3AH
United Kingdom

Ladies and Gentlemen

RE: GRACECHURCH CARD FUNDING (NO.7) PLC

We have acted as special outside counsel of Gracechurch Card Funding (No. 7) PLC
(the  "SELLER")  and  have  examined  the  Registration  Statement  on Form  F-1
(Registration No. 333-120127) (the "REGISTRATION STATEMENT") filed by the Seller
with the Securities and Exchange  Commission (the  "COMMISSION") with respect to
the issuance by the Seller of a series of its Floating Rate Asset Backed Class A
Notes, Class B Notes and Class C Notes,  Series 04-2 (the Class A Notes, Class B
Notes and the Class C Notes,  together the  "NOTES").  The Notes to be issued by
the Seller are constituted pursuant to the Trust Deed (the "TRUST DEED"), a form
of which is attached to the  Registration  Statement as Exhibit 4.4.  Terms used
herein and not  defined  herein  shall have the  meaning  set forth in the Trust
Deed. We are familiar with the  proceedings to date with respect to the proposed
offering  and sale to the public of the Notes and have  examined  such  records,
documents and matters of law and satisfied  ourselves as to such matters of fact
as we have  considered  relevant for the purposes of this opinion.  Based on the
foregoing, it is our opinion that when:

1.      the Trust Deed pertaining to the Notes shall have been duly executed and
        delivered by the parties thereto,

2.      the Notes shall have been duly executed by the Seller and  authenticated
        by the Note Trustee in  accordance  with the Trust Deed and delivered by
        the Seller,  in the case of the Class A Notes, the Class B Notes and the
        Class C Notes,  in  accordance  with  the  Underwriting  Agreement  (the
        "UNDERWRITING   AGREEMENT"),   a  form  of  which  is  attached  to  the
        Registration Statement as Exhibit 1.1,

3.      the Seller shall have received the agreed  purchase  price for the Notes
        in accordance with the Underwriting Agreement, and


4.      the  Registration  Statement  shall have been declared  effective by the
        Commission under the Securities Act of 1933, as amended (the "SECURITIES
        ACT")

5.      The Notes will be legally  issued,  fully paid and  non-assessable,  and
        will be entitled to the benefits of the Trust Deed.

6.      We hereby  consent  to the  filing of this  opinion as an exhibit to the
        Registration  Statement  and to the  reference  to us under the  heading
        "Legal Matters" in the Prospectus which forms a part of the Registration
        Statement,  and to the  filing  of this  consent  as an  exhibit  to the
        Registration  Statement. In giving such consent, we do not consider that
        we are in the  category  of  persons  whose  consent is  required  under
        Section 7 of the  Securities  Act or the rules  and  regulations  of the
        Commission promulgated thereunder.

Yours sincerely

S/ CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP

CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP


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