EXHIBIT 5.1


                          SIDLEY AUSTIN BROWN & WOOD

                              WOOLGATE EXCHANGE
   BEIJING                  25 BASINGHALL STREET                 LOS ANGELES
    ----                       LONDON EC2v 5HA                      ----
   CHICAGO                  TELEPHONE 020 7360 3600                NEW YORK
    ----                   FACSIMILE 020 7626 7937                  ----
   DALLAS                  DX NUMBER 580 LONDON CITY            SAN FRANCISCO
    ----                        www.sidley.com                       ----
   GENEVA                                                          SHANGHAI
    ----                                                             ----
  HONG KONG                                                       SINGAPORE
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   LONDON                                                           TOKYO
                                                                     ----
                                                               WASHINGTON, D.C.







                                                            September 14, 2004


Granite Mortgages 04-3 plc
c/o Fifth Floor
100 Wood Street
London EC2V 7EX


      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 United States 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 July 19, 2004, 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:



  A LIST OF PARTNERS' NAMES AND THEIR PROFESSIONAL QUALIFICATIONS IS OPEN FOR
      INSPECTION AT 25 BASINGHALL STREET, WOOLGATE EXCHANGE, LONDON EC2V 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 AUSTIN BROWN & WOOD PARTNERSHIPS.





      (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

      (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/ Sidley Austin Brown & Wood