Exhibit 5.1


                                JS/B1227/33906/LEXS             6 September 2005

                                0207 006 2685

Gracechurch Card Funding (No. 9) PLC
1 Churchill Place
London E14 5HP
United Kingdom


Ladies and Gentlemen

RE: GRACECHURCH CARD FUNDING (NO. 9) PLC

We have acted as special outside counsel of Gracechurch Card Funding (No. 9) PLC
(the "SELLER") and have examined the Registration Statement on Form F-1
(Registration No. 333-127484) (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, its Floating Rate Asset Backed Class B Notes and its Floating Rate Asset
Backed Class C Notes, Series 05-2 (the Class A2 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





CLIFFORD CHANCE LIMITED LIABILITY PARTNERSHIP











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