UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d)
OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (date of earliest event reported)
March 30, 2007
Holmes Master Issuer plc
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(Exact name of issuing entity as specified in its charter)
Holmes Funding Limited
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(Exact name of depositor as specified in its charter)
Abbey National plc
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(Exact name of sponsor as specified in its charter)
England and Wales 333-139944 N/A
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) ID Number)
Abbey National House
2 Triton Square
Regent's Place
London NW1 3AN
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(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, +44 (0)20 7612 4000
including area code: -------------------
No Change
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(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
{box} Written communications pursuant to Rule 425 under the Securities
Act (17 CFR 230.425)
{box} Soliciting material pursuant to Rule 14a-12 under the Exchange
Act (17 CFR 240.14a-12)
{box} Pre-commencement communications pursuant to Rule 14d-2(d) under
the Exchange Act (17 CFR 240.14d-2(b))
{box} Pre-commencement communications pursuant to Rule 13e-4(c) under
the Exchange Act (17 CFR 240.13e-4(c))
Item 9.01. Financial Statements and Exhibits.
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(a) Not applicable.
(b) Not applicable.
(c) Not applicable.
(d) Exhibits:
5.1 Opinion of Slaughter and May as to legality.
8.1 Opinion of Cleary Gottlieb Steen and Hamilton as to U.S. tax
matters.
8.2 Opinion of Slaughter and May as to U.K. tax matters.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
HOLMES FUNDING LIMITED,
By: /s/ Martin McDermott
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Name: Martin McDermott
Title: Director
Dated: March 30, 2007
EXHIBIT INDEX
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Exhibit No. Description Page No.
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5.1 Opinion of Slaughter and May as to legality.
8.1 Opinion of Cleary Gottlieb Steen and Hamilton
as to U.S. tax matters.
8.2 Opinion of Slaughter and May as to U.K. tax
matters.
EXHIBIT 5.1
28 March 2007
Holmes Funding Limited Your reference
Abbey National House
2 Triton Square Our reference
Regent's Place MSXH
London NW1 3AN Direct line
020 7090 3063
Holmes Master Issuer PLC
Abbey National House
2 Triton Square
Regent's Place
London NW1 3AN.
Dear Sirs,
US$14,998,000,000 CALLABLE ASSET BACKED CLASS A NOTES, CLASS B NOTES,
CLASS M NOTES, CLASS C NOTES AND CLASS D NOTES (THE "NOTES") REGISTRATION
STATEMENT ON FORM S-3 (FILE NO. 333-139944) We have acted as English legal
advisers to Holmes Funding Limited (the "REGISTRANT") and Holmes Master Issuer
PLC (the "COMPANY") in connection with the above-referenced Registration
Statement in respect of the proposed issue of the Notes by the Company. Unless
the context otherwise requires, expressions defined in the Issue Documents (as
defined below) have the same meanings when used in this opinion and, where the
context requires, references to the Notes include references to the Notes in
global form. We have examined copies of the documents mentioned in the Schedule
to this opinion and such other documents as we have considered necessary. We
have not made any investigation of, and do not express any opinion on, the law
of any jurisdiction other than England and Wales. We have assumed:-
the capacity, power and authority of each of the parties (other than the
Company, the Registrant, Holmes Trustees Limited and Abbey National plc
(together the "RELEVANT PARTIES")) to execute, deliver and perform the
terms of the documents specified in Part I of the Schedule to this opinion
to which they are a party (together, the "ISSUE DOCUMENTS");
the due execution and delivery of the Issue Documents;
that the copies of the Memorandum and Articles of Association of the
Relevant Parties examined by us are complete and up to date and would, if
issued today, comply, in respect of the Articles of Association, with
Section 380 of the Companies Act 1985;
that the Notes will be duly executed, issued and authenticated in
accordance with the provisions of the Underwriting Agreement, the Amended
and Restated Master Issuer Trust Deed and the Amended and Restated Master
Issuer Paying Agent and Agent Bank Agreement;
that no law of any jurisdiction outside England and Wales would render
such execution, delivery or issue illegal or ineffective and that, insofar
as any obligation under any of the Issue Documents or the Notes is
performed in, or is otherwise subject to, any jurisdiction other than
England and Wales, its performance will not be illegal or ineffective by
virtue of the law of that jurisdiction;
that the information disclosed by our searches made today of the records
at the office of the Registrar of Companies in London and at the Central
Registry of Winding up Petitions in relation to the Relevant Parties was
then complete, up to date and accurate and has not since then been
materially altered or added to, and no notice of intention to appoint an
administrator or an application for an administration order in respect of
any of the Relevant Parties has been presented or filed in any court in
England and Wales;
that the minutes referred to in Part II of the Schedule to this opinion
are a true record of the proceedings described therein of duly convened,
constituted and quorate meetings of the Boards of Directors of the
Relevant Parties acting in the interests and for a proper purpose of the
respective Relevant Party, and that the relevant meetings were duly held
and that the authorisations given thereat have not subsequently been
revoked or amended;
and have not verified the accuracy in respect of factual matters referred
to in each Issue Document (including, without limitation, the accuracy of
the representations and warranties therein);
that the Issue Documents will in all material respects relevant hereto be
executed and delivered substantially in the form of the relevant exhibit
to the Registration Statement;
that none of the parties to the Issue Documents has taken or will take any
action in relation to the Notes (i) which would be a contravention of
Section 19 of the Financial Services and Markets Act 2000 (the "FSMA") or
(ii) in consequence of anything said or done by a person in the course of
carrying on investment business (within the meaning of the FSMA) in
contravention of that section;
that (i) none of the Issue Documents will be entered into and none of the
Notes will be issued in consequence of a communication in relation to
which there has been or will be a contravention of Section 21 of the FSMA
and (ii) no person has communicated or will communicate any inducement or
invitation to engage in investment activity (within the meaning of the
FSMA) in connection with the Issue Documents or the issue of the Notes in
contravention of Section 21 of the FSMA; and
that any party to any of the Issue Documents which is subject to the
supervision of any regulatory authority in the United Kingdom has complied
and will comply with the requirements of such regulatory authority in
connection with the issue, offering or sale of the Notes.
Based on and subject to the foregoing and subject to the reservations
mentioned below and to any matters of fact not disclosed to us, we are of the
opinion that the Notes will constitute valid and binding obligations of the
Company. As a result, those obligations would be enforceable in proceedings
before the English courts.
Our opinion is qualified by the following reservations:-
We do not express any opinion on European Community law as it affects any
jurisdiction other than England and Wales.
Any enforcement of the obligations of the Company in proceedings before
the English courts would be by way of grant of a remedy in the event of a
breach of those obligations. The nature and availability of the remedies
provided by the English courts would depend on the circumstances. These
remedies, including an order by the court requiring the payment of damages
or the payment of a sum due, would be available subject to principles of
law, equity and procedures of general application. Some remedies,
including an order by the court requiring specific performance of an
obligation or the issue of an injunction, would be entirely within the
discretion of the court. The possibility of obtaining any remedy would be
lost if proceedings were not to be commenced within certain time limits.
The English courts have power to stay proceedings and may decline
jurisdiction, notably if concurrent proceedings are being brought
elsewhere. Accordingly, enforcement of the obligations of the Company
under the Notes would not be certain in every circumstance.
The obligations of the Company under the Notes will be subject to any law
from time to time in force relating to liquidation or administration or
any other law or legal procedure affecting generally the enforcement of
creditors' rights.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Slaughter and May
under the caption "Legal matters" in the Base Prospectus and form of Prospectus
Supplement. In giving such consent, we do not admit that we are "experts",
within the meaning of the term used in the Securities Act of 1933, as amended,
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.
Yours faithfully,
/s/ Slaughter and May
SCHEDULE
PART I
Underwriting Agreement dated 19 March 2007 in respect of the Series 1
Issue 2007-1 Notes, the Series 2 Issue 2007-1 Notes, the Series 3 Class A1 Issue
2007-1 Notes and the Series 4 Class A Issue 2007-1 Notes between the Company,
Abbey National plc, the Registrant, Holmes Trustees Limited, Citigroup Global
Markets Limited, Morgan Stanley & Co. International Limited and The Royal Bank
of Scotland plc exhibited as Exhibit 1.1 to the Registration Statement (the
"UNDERWRITING AGREEMENT").
Draft Amended and Restated Master Issuer Trust Deed between the Company
and The Bank of New York, London Branch exhibited as Exhibit 4.6.1 to the
Registration Statement (the "AMENDED AND RESTATED MASTER ISSUER TRUST DEED").
Draft Amended and Restated Master Issuer Paying Agent and Agent Bank
Agreement between the Company, The Bank of New York, London Branch, The Bank of
New York, New York Branch, The Bank of New York (Luxembourg) S.A. exhibited as
Exhibit 4.7 to the Registration Statement (the "AMENDED AND RESTATED MASTER
ISSUER PAYING AGENT AND AGENT BANK AGREEMENT").
PART II
The minutes of a meeting of the Board of Directors of the Company held on
21 March 2007 and 27 March 2007 signed by Ruth Samson as Chairman of such
meetings.
The minutes of a meeting of the Board of Directors of the Registrant held
on 21 March 2007 and 27 March 2007 signed by Ruth Samson as Chairman of such
meetings.
The minutes of a meeting of the Board of Directors of Holmes Trustees
Limited held on 21 March 2007 and 27 March 2007 signed by Ruth Samson as
Chairman of such meetings.
Copy of an extract from the minutes of a meeting of the Board of Directors
of Abbey National plc held on .
Copies of the Memorandum of Association and Articles of Association of the
Company, from our searches of the records of the office of the Registrar of
Companies in London on 28 March 2007.
Copies of the Memorandum of Association and Articles of Association of the
Registrant from our searches of the records of the office of the Registrar of
Companies in London on 28 March 2007.
Copies of the Memorandum of Association and Articles of Association of
Holmes Trustees Limited from our searches of the records of the office of the
Registrar of Companies in London on 28 March 2007.
Copies of the Memorandum of Association and Articles of Association of
Abbey National plc from our searches of the records of the office of the
Registrar of Companies in London on 28 March 2007.
EXHIBIT 8.1
Writer's Direct Dial: +44 20 7614 2224
E-Mail: jduncan@cgsh.com
March 28, 2007
Holmes Funding Limited
Abbey National House
2 Triton Square
Regent's Place
London NW1 3AN
England
Re: Holmes Funding Limited
--------------------------
Ladies and Gentlemen:
We have acted as U.S. tax counsel to Holmes Funding Limited, a private
limited company incorporated in England and Wales, in connection with the
preparation and filing with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form S-3 (No. 333-139944) relating
to the registration of class A notes, class B notes, class M notes, class C
notes and class D notes. Such registration statement, as amended when it became
effective, including the information deemed to be a part thereof as of such time
pursuant to Rule 430A under the Securities Act of 1933, as amended (the
"Securities Act"), but excluding the appendices and exhibits thereto, is herein
called the "Registration Statement", and the related prospectus, as first filed
with the Commission pursuant to Rule 424(b) under the Securities Act, but
excluding the appendices thereto, is herein called the "Prospectus." As U.S. tax
counsel, we have participated in the preparation of the discussions set forth
under the captions "Summary of prospectus--United States tax status" and "United
States taxation" (the "Discussions") in the Prospectus. Capitalized terms used
and not otherwise defined herein are used as defined in the Prospectus.
We hereby confirm that the opinions set forth in the Discussions represent
our opinions as to the matters of law covered by them and consent to the filing
of this opinion as an exhibit on Form 8-K dated the date hereof.
We are aware that we are referred to in the Discussions and under the
heading "Legal matters" in the Prospectus, and we hereby consent to the
references to us in those sections without thereby admitting that we are
"experts" under the Securities Act or the rules and regulations of the
Commission thereunder for purposes of any part of the Registration Statement.
Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By /S/ JAMES DUNCAN
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James Duncan, a Partner
EXHIBIT 8.2
29th March, 2007
Holmes Funding Limited Your reference
Abbey National House
2 Triton Square Our reference
Regents Place SYL/DER
London NW1 3AN Direct line
020 7090 3848
Dear Sirs,
SECURITISATION OF MORTGAGE RECEIVABLES BY HOLMES MASTER ISSUER PLC
(THE "ISSUER")
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We have acted as solicitors to Holmes Funding Limited, a private limited
company incorporated in England and Wales ("FUNDING"), in connection with the
preparation of the Registration Statement on Form S-3 (the "REGISTRATION
STATEMENT"), which has been filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "ACT") with respect to the
registration under the Act of class A notes, class B notes, class M notes, class
C notes and class D notes (together, the "NOTES"). The Notes have been issued
pursuant to a master issuer trust deed, governed by English law, between the
Issuer and The Bank of New York, London Branch as note trustee, substantially in
the form filed as Exhibit 4.6.1 to the Registration Statement.
Based on certain assumptions, including the listing of the Notes on a
recognised stock exchange and subject to the reservations below, we confirm and
adopt our opinions as set forth in the prospectus relating to the Notes (the
"PROSPECTUS") under the headings "United Kingdom tax status" and "United Kingdom
taxation", to the extent that they constitute matters of law or legal
conclusions with respect thereto.
The opinion set forth is subject to the following reservations:
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 the statements; and
our opinion is confined to the matters expressly referred to at paragraph
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 United Kingdom, or in relation to
any United Kingdom tax or legal aspects other than the matters expressly
referred to at paragraph 2 above.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to the reference to Slaughter and May
under the captions "United Kingdom tax status", "United Kingdom taxation" and
"Legal matters" 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.
This opinion shall be governed by and construed in accordance with English
law.
Yours faithfully,
/s/ Slaughter and May