EXHIBIT 8.2
CLIFFORD CHANCE CLIFFORD CHANCE LLP
10 UPPER BANK STREET
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LONDON E14 5JJ
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YOUR REFERENCE IN REPLY PLEASE QUOTE DATE
RAS/70-40271867/HMS/SES [ ] 2008
DIRECT DIAL
0207 006 1256
Gracechurch Card Porgramme Funding Limited
11 Old Jewry
London EC2R 8DU
Dears Sirs
OPINION OF CLIFFORD CHANCE LLP RE: UK TAX MATTERS
GRACECHURCH CARD PROGRAMME FUNDING LIMITED
1. We have acted as United Kingdom tax counsel for Gracechurch Card
Programme Funding Limited, a limited liability company incorporated in
Jersey (the "ISSUER"), in connection with the preparation of the
Registration Statement on Form S-1 (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 the Series 2008-1 notes issued pursuant
to a programme (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 note 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 and (b) the reservations below, we are
of the opinion that, under current United Kingdom tax law and H.M.
Revenue & Customs published practice, the statements set forth in the
Prospectus under the headings "Transaction Overview: Tax
Considerations: UK 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, are correct in all material
rspects.
3. The opinion set forth is subject to the following reservations:
(a) the above-mentioned statements concerning United Kingdom tax
consequences contained in the Prosectus do not purport to
discuss all United Kingdom tax
CLIFFORD CHANCE IS A LIMITED LIABILITY PARTNERSHIP REGISTERED IN ENGLAND AND
WALES UNDER NUMBER 0C323571. THE FIRM'S REGISTERED OFFICE AND PRINCIPAL PLACE
OF BUSINESS IS AT 10 UPPER BANK STREET, LONDON, E14 5JJ. A LIST OF THE NAMES OF
THE MEMBERS AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN TO INSPECTION AT THIS
OFFICE. THE FIRM USES THE WORD "PARTNER" TO REFER TO A MEMBER OF CLIFFORD
CHANGE LLP OR AN EMPLOYEE OR CONSULTANT WITH EQUIVALENT STANDING AND
QUALIFICATIONS. THE FIRM IS REGULATED BY THE LAW SOCIETY OF ENGLAND AND WALES.
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 published practice as to 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 any other matter (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 LLP under the caption "Legal Matters", "Transaction Overview:
Tax Considerations: UK Tax Status" and "United Kingdom Taxation
Treatment of the Notes" in the Prosepctus. In given such consent, we do
not admit that we are "experts", within the meanings 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 shall be governed by and construed in accordance with
English law.
Yours faithfully
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