EXHIBIT 8.2


                        B1227/31730/SES          6 June 2005

                        0207 006 8804

Gracechurch Card Funding (No. 8) PLC
1 Churchill Place
London E14 5HP
United Kingdom

Dear Sirs

RE: OPINION OF CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP RE: UK TAX MATTERS
GRACECHURCH CARD FUNDING (NO. 8) PLC

1.     We have acted as United Kingdom tax counsel for Gracechurch Card Funding
       (No. 8) 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. 333-125212-02) (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 A1 Notes, Class A2
       Notes, Class B Notes and Class C Notes (together, the "NOTES")
       representing 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
       4.5 to the Registration Statement.

2.     Based on certain assumptions which cannot be verified before closing,
       and subject to (a) finalisation of documents - including those which are
       exhibits to the prospectus (the "PROSPECTUS") relating to the Notes - in
       a form which is satisfactory to us and not inconsistent with the
       descriptions in the Prospectus relating to the Notes and (b) the
       reservations below, we are of the opinion that, under current UK law
       and H.M. Revenue & Customs practice, the statements set forth in the
       Prospectus under the headings "Prospectus Summary: United Kingdom Tax
       Status" and "United Kingdom Taxation Treatment of the Notes", to the
       extent that they constitute matters of law or legal conclusions with
       respect thereto (and on the assumption that the profit will be in the
       amount stated in the section of the Prospectus under the heading "United
       Kingdom Taxation Treatment of the Notes - Taxation of the MTN Issuer and
       the Issuer"), are correct in all material respects.



3.     The opinion set forth is subject to the following reservations:

       (a)    the statements concerning United Kingdom tax consequences
              contained in the Prospectus do not purport to discuss all
              possible United Kingdom tax ramifications of the proposed
              issuance and are limited to the matters expressly referred to in
              those statements; and

       (b)    our opinion is confined to the matters expressly referred to in 2
              above and is based on United Kingdom law and H.M. Revenue &
              Customs practice as at today's date. For the avoidance of doubt,
              we do not express any opinion on the laws of any jurisdiction
              other than the UK, or in relation to any UK tax or legal aspects
              (other than the matters expressly referred to in 2 above).

4.     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 Limited Liability Partnership under the captions "Legal Matters",
       "Prospectus Summary: United Kingdom Tax Status" and "United Kingdom
       Taxation Treatment of the Notes" in the Prospectus. In giving such
       consent, we do not admit that we are "experts", within the meaning of
       the term used in 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 opinion as an exhibit or
       otherwise.

5.     This opinion is addressed solely to the addressee named above and it may
       not be relied upon by any other person, firm or corporation whatsoever
       (although you may supply a copy to the United States Securities and
       Exchange Commission). This opinion shall be governed by and construed in
       accordance with English law.

Yours faithfully

CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP

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