EXHIBIT 8.1



November 12, 2004


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

OPINION OF CLIFFORD CHANCE RE: U.S. TAX MATTERS
Gracechurch Card Funding (No. 7) PLC

Ladies and Gentlemen:

We  have  acted as U.S. tax counsel for Gracechurch Card Funding (No. 7) 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
(Registration No. 333-120127)  (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  A,
Class  B and Class C notes (the "NOTES") representing non-recourse 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 4.4 to the Registration Statement.

In our examination of the Registration Statement,  the  Trust  Deed,  and  such
other  documents  as  we  have deemed necessary to render the opinion set forth
herein (the "Documents"), we  have  assumed,  with  your  consent, that (i) all
Documents reviewed by us are original documents, or true and accurate copies of
original  Documents,  and  have  not  been  subsequently  amended,   (ii)   all
representations  and  statements  set  forth  in  such  Documents  are true and
correct,  (iii)  all  obligations imposed by any such Documents on the  parties
thereto have been or will  be  performed  or satisfied in accordance with their
terms, and (iv) the Notes conform and will conform to the specimens examined by
us.

We hereby confirm that the statements set forth  in  the prospectus relating to
the Notes (the "PROSPECTUS") forming a part of the Registration Statement under
the headings "Prospectus Summary: United States Federal  Income Tax Status" and
"Material United States Federal Income Tax Considerations",  to the extent that
they constitute matters of law or legal conclusions with respect  thereto,  are
correct  in  all  material  respects.  We  further hereby confirm and adopt the
opinions  as to the material U.S. federal tax  consequences  of  the  purchase,
ownership and  disposition  of  the Notes set forth in the Prospectus under the
heading  "Material  United  States  Federal  Income  Tax  Considerations".  The
statements concerning U.S.




federal income tax consequences contained  in  the prospectus do not purport to
discuss  all possible U.S. federal  income tax ramifications  of  the  proposed
issuance.

The opinion stated above represent our conclusions as to the application of the
federal income tax laws of the United States of America existing as of the date
of  this letter  in  connection  with  the  transactions  contemplated  in  the
Documents,   and   we  can  give  no  assurance  that  legislative  enactments,
administrative changes  or  court  decisions  may not be forthcoming that would
modify or supersede our opinion.  In addition,  there  can be no assurance that
positions  contrary  to our opinion will not be taken by the  Internal  Revenue
Service, or that a court considering the issues would not hold contrary to such
opinion.

The opinion set forth  in this letter (i) is limited to those matters expressly
covered and no opinion is to be implied in respect of any other matter; (ii) is
as of the date hereof; and  (iii) is rendered by us solely for your benefit and
may not be relied upon by any  person  or  entity  other  than  you without our
express  consent.   We undertake no obligation to update these opinion  in  the
event  that there is either  a  change  in  the  legal  authorities,  facts  or
documents  on  which  this  opinion  is  based  or  an inaccuracy in any of the
representations  or  warranties  upon which we have relied  in  rendering  this
opinion.

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 US
LLP under the captions "Legal  Matters",  "Prospectus  Summary:  United  States
Federal  Income  Tax  Status"  and  "Material  United States Federal Income Tax
Considerations" in the Prospectus. In giving such consent, we do not admit that
we are in the category of persons whose consent  is required under Section 7 of
the Act or the rules and regulations of the Securities  and Exchange Commission
issued thereunder.

Respectfully submitted,

S/ Clifford Chance US LLP

Clifford Chance US LLP

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