Exhibit 5.1

                          JS/70-40004495/LEXS         16 November 2005

                          0207 006 2791

Gracechurch Card Funding (No. 11) PLC
1 Churchill Place
London E14 5HP
United Kingdom

Ladies and Gentlemen

RE: GRACECHURCH CARD FUNDING (NO. 11) PLC

We have acted as special outside counsel of Gracechurch Card Funding (No. 11)
PLC (the "SELLER") and have examined the new Registration Statement on Form F-1
(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 05-4 (the Class A Notes, Class B Notes and the Class C
Notes, together the "NOTES") on 16 November 2005. 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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