Exhibit 5.1
XXXXXX XXXXXX XXXXX & XXXX
BEIJING 0 XXXXXXXXXXXX XXXXXX XXX XXXXXXX
----- XXXXXX XX0X 0XX
CHICAGO TELEPHONE 000 0000 0000 NEW YORK
----- FACSIMILE 020 7626 7937
DALLAS DX NUMBER 580 LONDON CITY SAN FRANCISCO
----- xxx.xxxxxx.xxx
GENEVA SHANGHAI
-----
HONG KONG SINGAPORE
-----
LONDON TOKYO
WASHINGTON, D.C.
January 19, 2004
Granite Mortgages 04-1 plc
c/o Fifth Floor
000 Xxxx Xxxxxx
Xxxxxx XX0X 0XX
Re: Granite Mortgages 04-1 plc
Granite Finance Funding Limited
Granite Finance Trustees Limited
Registration Statement on Form S-11
-----------------------------------
Ladies and Gentlemen:
We have acted as United States counsel for Granite Mortgages 04-1 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 November 26, 2003, of which the prospectus (the "Prospectus") forms a part.
The notes being offered by means of the prospectus (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 made such investigation of law as we deem appropriate and have
examined the proceedings heretofore taken and are familiar with the procedures
proposed to be taken by the Registrants in connection with the authorization,
issuance and sale of such Notes.
Based upon the foregoing, we are of the opinion that:
(i) When the Trust Deed in respect of which we have participated as your
counsel has been duly authorized by all necessary corporate action and
has been duly executed and delivered, it will constitute a valid and
binding obligation of the Issuer enforceable in accordance with its
terms, subject to applicable bankruptcy, reorganization, insolvency and
similar laws affecting creditors' rights generally and subject, as to
enforceability, to general principles of equity (regardless of whether
enforcement is sought in a proceeding in equity or at law); and
A LIST OF PARTNERS' NAMES AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN FOR
INSPECTION AT 0 XXXXXXXXXXXX XXXXXX, XXXXXX, XX0X 0XX, 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
XXXXXX XXXXXX XXXXX & XXXX PARTNERSHIPS.
(ii) When the issuance, execution and delivery of the Notes in respect of
which we have participated as your counsel have been duly authorized by
all necessary corporate action, and when such Notes have been duly
executed, authenticated and delivered and sold as described in the
Registration Statement, such Notes will be legally and validly issued and
the holders of such Notes will be entitled to the benefits provided by
the Trust Deed pursuant to which such Notes were issued.
In rendering the foregoing opinions, we have assumed the accuracy and
truthfulness of all public records of the Registrants and of all
certifications, documents and other proceedings examined by us that have been
executed or certified by officials of the Registrants acting within the scope
of their official capacities and have not verified the accuracy or
truthfulness thereof. We have also assumed the genuineness of the signatures
appearing upon such public records, certifications, documents and proceedings.
In addition, we have assumed that the Trust Deed and the related Notes will be
executed and delivered in substantially the form filed as exhibits to the
Registration Statement, and that such Notes will be sold as described in the
Registration Statement. We express no opinion as to the laws of any
jurisdiction other than the laws of the State of New York and the federal laws
of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this firm under the heading
"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/ Xxxxxx Xxxxxx Xxxxx & Xxxx
