EXHIBIT 8.2
SIDLEY AUSTIN BROWN & WOOD
BEIJING WOOLGATE EXCHANGE LOS ANGELES
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BRUSSELS 25 BASINGHALL STREET NEW YORK
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CHICAGO LONDON EC2V 5HA SAN FRANCISCO
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DALLAS TELEPHONE 020 7360 3600 SHANGHAI
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GENEVA FACSIMILE 020 7626 7937 SINGAPORE
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HONG KONG DX NUMBER 580 LONDON CITY TOKYO
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LONDON www.sidley.com WASHINGTON, D.C.
Granite Master Issuer plc
c/o Fifth Floor
100 Wood Street
London EC2V 7EX
11 January, 2005
Re: Granite Master Issuer plc
Granite Finance Funding 2 Limited
Granite Finance Trustees Limited
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as English legal counsel and as United Kingdom tax counsel
for Granite Master Issuer plc, a public limited company incorporated under the
laws of England and Wales (the "Issuer"), Granite Finance Funding 2 Limited, a
private limited company incorporated under the laws of England and Wales
("Funding 2") and Granite Finance Trustees Limited, a company incorporated
under the laws of Jersey (the "Mortgages Trustee", and with the Issuer and
Funding 2, the "Registrants" and each a "Registrant"), in connection with the
preparation of the registration statement on Form S-3 (the "Registration
Statement") that was initially filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), on 12
Ocotber, 2004, of which the prospectus supplement and 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 heading "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 adopt as our
opinion the opinions set forth in the Prospectus under the caption "Material
United Kingdom tax consequences".
A LIST OF PARTNERS' NAMES AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN FOR
INSPECTION AT WOOLGATE EXCHANGE,
25 BASINGHALL STREET, LONDON, EC2V 5HA. 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.
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 "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