Exhibit 8.2


                                     B1227/34024/SES            6 September 2005
                                     0207 006 8804

Gracechurch Card Funding (No. 9) 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. 9) PLC

1.      We have acted as United Kingdom tax counsel for Gracechurch Card Funding
        (No. 9) 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. 333-127484) (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 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 (computed on the
        basis there stated) 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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