EXHIBIT 8.2
SIDLEY XXXXXX XXXXX & XXXX
WOOLGATE EXCHANGE
BEIJING 00 XXXXXXXXXX XXXXXX XXX XXXXXXX
---- XXXXXX XX0X 0XX ----
BRUSSELS TELEPHONE 000 0000 0000 NEW YORK
---- FACSIMILE 020 7626 7937 ----
CHICAGO DX NUMBER 000 XXXXXX XXXX XXX XXXXXXXXX
---- xxx.xxxxxx.xxx ----
DALLAS SHANGHAI
---- ----
GENEVA SINGAPORE
---- ----
HONG KONG TOKYO
---- ----
LONDON WASHINGTON, D.C.
Granite Mortgages 04-3 plc
x/x Xxxxx Xxxxx
000 Xxxx Xxxxxx
Xxxxxx XX0X 0XX
14 September, 2004
Re: Granite Mortgages 04-3 plc
Granite Finance Funding Limited
Granite Finance Trustees Limited
Registration Statement on Form S-11
-----------------------------------
Ladies and Gentlemen:
We have acted as English legal counsel and as United Kingdom tax counsel
for Granite Mortgages 04-3 plc, a public limited company incorporated under
the laws of England and Wales (the "Issuer"), Granite Finance Funding Limited,
a company incorporated under the laws of Jersey ("Funding") and Granite
Finance Trustees Limited, a company incorporated under the laws of Jersey (the
"Mortgages Trustee", and with the Issuer and Funding, the "Registrants" and
each a "Registrant"), in connection with the preparation of the registration
statement on Form S-11 (the "Registration Statement") that was initially filed
with the Securities and Exchange Commission under the Securities Act of 1933,
as amended (the "Act"), on 19 July, 2004, of which the prospectus (the
"Prospectus") forms a part. The Notes will be issued pursuant to a trust deed
(the "Trust Deed") between The Bank of New York (the "Note Trustee") and the
Issuer.
We have advised the Registrants with respect to certain United Kingdom
tax consequences of the proposed issuance of the Notes. This advice is
summarised under the headings "Summary of the notes - United Kingdom tax
status" and "Material United Kingdom tax consequences" in the Prospectus
relating to the Notes in respect of which we participated as your counsel for
the registration of such Notes under the Act. We confirm and adopt as our
opinion the opinions set forth in the Prospectus under the captions "Summary
of the notes - United Kingdom tax status" and "Material United Kingdom tax
consequences".
A LIST OF PARTNERS' NAMES AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN
FOR INSPECTION AT 00 XXXXXXXXXX XXXXXX, XXXXXXXX XXXXXXXX, XXXXXX XX0X 5HA,
WHICH IS ALSO THE PRINCIPAL PLACE OF BUSINESS OF THE PARTNERSHIP. ALL
PARTNERS ARE EITHER SOLICITORS OR REGISTERED FOREIGN LAWYERS.
THE OFFICES LISTED ABOVE (OTHER THAN LONDON) ARE OFFICES OF ASSOCIATED
SIDLEY XXXXXX XXXXX & XXXX PARTNERSHIPS.
REGULATED BY THE LAW SOCIETY.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm (as counsel to the
Registrants) under the headings "Summary of the notes - United Kingdom tax
status", "Material United Kingdom tax consequences", "Enforcement of foreign
judgements in England and Wales" and "Legal matters" in the Prospectus forming
a part of the Registration Statement, without implying or admitting that we
are "experts" within the meaning of 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 exhibit.
Very truly yours,
/s/ Sidley Xxxxxx Xxxxx & Xxxx
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