LETTERHEAD OF WHITE & CASE LLP


November 4, 2003


Chesapeake Funding LLC
307 International Circle
Hunt Valley, MD 21030

Re:  Chesapeake Funding LLC Floating Rate Callable Asset Backed Notes,
     Series 2003-2
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Ladies and Gentlemen:

     We have acted as special counsel to Chesapeake Funding LLC (formerly known
as Greyhound Funding LLC), a Delaware limited liability company (the "Issuer"),
in connection with the transactions contemplated by (i) the Registration
Statement on Forms S-3 and S-1 (the "Registration Statement") filed by the
Issuer and D.L. Peterson Trust with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, in connection with the registration of
$500,000,000 principal amount of the Issuer's Series 2003-2 Floating Rate
Callable Asset Backed Notes (the "Series 2003-2 Investor Notes"), (ii) the
Amended and Restated Limited Liability Company Agreement of the Issuer, dated as
of October 28, 1999, as amended as of April 25, 2002, June 18, 2003 and August
14, 2003 (the "Chesapeake LLC Agreement"), entered into by Raven Funding LLC, a
Delaware limited liability company, as the sole common member (the "Common
Member"); (iii) the Base Indenture, dated as of June 30, 1999, between the
Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), a
New York banking corporation ("Chase"), as indenture trustee, as amended by
Supplemental Indenture No. 1 to the Base Indenture, dated as of October 28,
1999, Supplemental Indenture No. 2 to the Base Indenture, dated as of May 27,
2003, Supplemental Indenture No. 3 to the Base Indenture, dated as of June 18,
2003, and Supplemental Indenture No. 4 to the Base Indenture, dated as of July
31, 2003 (the "Base Indenture"); and (iv) the Series 2003-2 Indenture Supplement
filed as an exhibit to the Registration Statement (the "Series 2003-2 Indenture
Supplement" and, together with the Base Indenture, the "Indenture"), to be
entered into between the Issuer and Chase, in its capacity as indenture trustee
(together with its successors in trust thereunder as provided in the Base
Indenture, the "Indenture Trustee"). Capitalized terms used herein and not
otherwise defined shall have the respective meanings set forth in the
Definitions List attached as Schedule 1 to the Base Indenture.
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     In connection with the transactions contemplated by the Registration
Statement, you have requested our opinion as to whether (i) the Series 2003-2
Investor Notes will be characterized as indebtedness for U.S. federal income tax
purposes and (ii) the issuance of the Series 2003-2 Investor Notes will
adversely affect the U.S. federal income tax characterization of any Series of
Outstanding Notes or Class thereof that was (based upon an opinion of counsel)
characterized as debt at the time of their issuance.

     In rendering the opinions set forth herein, we have examined and relied on
originals or copies, certified to our satisfaction, of the Chesapeake LLC
Agreement, the Base Indenture, the 2003-2 Indenture Supplement, and such other
documents prepared in connection therewith as we have deemed necessary or
appropriate as a basis for the opinions set forth below. We have also examined
and relied upon the representations and warranties made in or pursuant to, and
we have assumed compliance with the covenants and agreements set forth in, the
Transaction Documents, and have made such other investigations, as in our
judgment are necessary or appropriate to enable us to render the opinions
expressed below.

     In rendering our opinions, we have also considered and relied upon the U.S.
Internal Revenue Code of 1986, as amended (the "Code"), administrative rulings,
judicial decisions, U.S. Treasury Regulations, and such other authorities as we
have deemed appropriate, in each case as in effect on the date hereof. The
statutory provisions, U.S. Treasury Regulations, interpretations, and other
authorities upon which our opinion is based are subject to change, and such
changes could apply retroactively. In addition, there can be no assurance that
positions contrary to those stated in our opinion will not be taken by the
Internal Revenue Service.

I.   Summary of the Transaction.

     A.   Designation.

          The Series 2003-2 Investor Notes will be issued in two classes
pursuant to the Indenture: (i) the Series 2003-2 Floating Rate Callable Asset
Backed Investor Notes, Class A-1 (the "Class A-1 Investor Notes") and (ii) the
Series 2003-2 Floating Rate Callable Asset Backed Investor Notes, Class A-2 (the
"Class A-2 Investor Notes" and, together with the Class A-1 Investor Notes, the
"Series 2003-2 Investor Notes").

          On the Closing Date, the Issuer will also issue the Series 2003-2
Senior Preferred Membership Interests (the "Series 2003-2 Senior PMI").

     B.   Use of Proceeds.

          The Issuer intends to use the proceeds from the sale of the Series
2003-2 Investor Notes to repay the outstanding principal amount of the Series
1999-3 Investor Notes and to make an initial deposit into the Series 2003-2
Reserve Account. The remaining balance of the proceeds will be deposited in the
Series 2003-2 Principal Collection Subaccount and will be
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available to pay for transfers of interests in additional vehicles and leases
allocated to the Lease SUBI under the Transfer Agreement.

     C.   Security.

          The Indenture Trustee will hold a first-priority perfected security
interest for the benefit of the Investor Noteholders of all Series of Investor
Notes in all of the Issuer's right, title and interest, in, to and under the
following collateral (the "Collateral"): (i) the Lease SUBI Certificate and the
Fleet Receivable SUBI Certificate and the payments due thereunder and related
rights under the Origination Trust Documents, including the rights to enforce
the Origination Trust Documents; (ii) all Master Lease Agreements, together with
the related Leases, Leased Vehicles and Paid-In Advance Vehicles, and all
Consumer Leases, together with the related Leased Vehicles, allocated to the
Lease SUBI; (iii) the Transfer Agreement and the Administration Agreement,
including the rights to enforce these agreements; (iv) the Fixed Rate Lease Caps
and the payments due thereunder; (v) funds on deposit from time to time in the
Collection Account and the Gain on Sale Account (including any Permitted
Investments); (vi) all additional property that may from time to time be
subjected to the grant and pledge by the Issuer, including any interest rate
swap contracts, interest rate cap agreements or similar contracts entered into
by, or assigned to, the Issuer in connection with the issuance of a Series of
Investor Notes, as specified in the related Indenture Supplement; and (vii) all
proceeds of the foregoing. In addition, the Series 2003-2 Investor Notes will be
secured by (x) the Series 2003-2 Lease Rate Caps and the payments due thereunder
and (y) funds on deposit from time to time in the Series 2003-2 Reserve Account,
the Series 2003-2 Yield Supplement Account and the Series 2003-2 Distribution
Account (together with the Collateral, the "Series 2003-2 Collateral").

     D.   Credit Enhancement.

          Credit enhancement for the Series 2003-2 Investor Notes will be
provided in the form of (i) overcollateralization, (ii) the Fleet Receivable
SUBI Certificate and the portion of the amounts payable to the Issuer as holder
thereof allocated to the Series 2003-2 Investor Notes, (iii) amounts withdrawn
from the Gain on Sale Account and allocated to the Series 2003-2 Investor Notes,
(iv) amounts on deposit in the Series 2003-2 Reserve Account, and (v) amounts on
deposit in the Series 2003-2 Yield Supplement Account.

          The Series 2003-2 Required Overcollateralization Amount is the amount
by which amounts on deposit in the Series 2003-2 Reserve Account and the Series
2003-2 Principal Collection Subaccount fall short of the Series 2003-2 Required
Enhancement Amount, which is equal to at least 12.36% of the initial aggregate
principal amount of the Series 2003-2 Investor Notes.(1) The Series 2003-2
Required Reserve Account Amount is an amount equal to 2.20% of

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(1)  On the Closing Date, the Series 2003-2 Required Enhancement Amount will
equal at least 12.36% of the Series 2003-2 Investor Notes. The Series 2003-2
Required Enhancement Amount may increase to at least 13.19% or 14.01% of the
Series 2003-2 Investor Notes based on the performance of the leases allocated to
the Lease SUBI.
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the initial aggregate principal amount of the Series 2003-2 Investor Notes. On
the Closing Date, the Series 2003-2 Required Enhancement Amount will be provided
by overcollateralization funded by all Series of Preferred Membership Interests
and the Common Membership Interest in the Issuer and amounts on deposit in the
Series 2003-2 Reserve Account. Insufficient overcollateralization can cause a
Series 2003-2 Allocated Asset Amount Deficiency, which will result in an
Amortization Event.

     E.   Interest.

          Interest on the Series 2003-2 Investor Notes will be payable monthly
on each Payment Date. If the amount available for making interest payments on
the Series 2003-2 Investor Notes is less than the amount of interest payable on
a Payment Date, each Class of Series 2003-2 Investor Noteholders will receive
its ratable share of the aggregate amount available to be distributed in respect
of interest on the Series 2003-2 Investor Notes. The Interest Shortfall with
respect to any Payment Date, if any, shall be payable on each subsequent Payment
Date, together with Additional Interest thereon, to but excluding the Payment
Date on which such Interest Shortfall is paid.

     F.   Principal.

          During the Series 2003-2 Revolving Period, no principal will be
payable to the Series 2003-2 Investor Noteholders. During the Series 2003-2
Amortization Period, amounts available to pay principal on the Series 2003-2
Investor Notes will be distributed first to the Class A-1 Investor Noteholders
until the Class A-1 Investor Notes have been paid in full and then to the Class
A-2 Investor Noteholders until the Class A-2 Investor Notes are paid in full.
After the occurrence of an Amortization Event, however, principal will be paid
to the Series 2003-2 Investor Noteholders on a pro rata basis until the Series
2003-2 Investor Notes have been paid in full. The Series 2003-2 Amortization
Period will begin upon the earlier to occur of (i) an Amortization Event with
respect to the Series 2003-2 Investor Notes and (ii) the Period End Date
specified in the definition of Series 2003-2 Amortization Period. The definition
of Amortization Event includes an Event of Default.

     G.   Allocation of Collections.

          The Series 2003-2 allocable share of the Collections received with
respect to the Collateral will be deposited on each Deposit Date into the Series
2003-2 General Collection Subaccount. Prior to the occurrence of a Potential
Amortization Event or an Amortization Event, the amount in excess of (i) the
amount required for making the monthly distributions pursuant to paragraphs (i)
through (xii) of Section 5A.4(c) of the Indenture Supplement ("Monthly
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Distributions") and (ii) any amounts owing in respect of the Series 2003-2
Senior PMI (the "Series 2003-2 Available Excess Collections Amount") may be
withdrawn from the Series 2003-2 General Collection Subaccount each month and
paid to the Issuer.

          On each Payment Date, the excess of (i) the amount deposited in the
Series 2003-2 General Collection Subaccount over (ii) any amount released to the
Issuer pursuant to the previous paragraph will be withdrawn from the Series
2003-2 General Collection Subaccount and allocated to the Series 2003-2
Settlement Collection Subaccount where it will be used, along with certain other
deposits, to make the Monthly Distributions. Any balance remaining after making
the required Monthly Distributions will be paid to the Issuer. If there are
insufficient funds in the Series 2003-2 Settlement Collection Subaccount to
cover the amounts required to be paid under paragraphs (i) through (ix) of
Section 5A.4(c) of the Indenture Supplement, amounts may be withdrawn first from
the Series 2003-2 Reserve Account and second from the Series 2003-2 Yield
Supplement Account to make up such insufficiency.

          During the 2003-2 Amortization Period, the required Monthly
Distributions will include the Series 2003-2 Principal Payment Amount to be paid
to the Series 2003-2 Noteholders. After the Series 2003-2 Investor Notes are
paid in full, the Series 2003-2 Principal Payment Amount will be distributed to
the Issuer to redeem the Series 2003-2 Senior PMI. However, if the Series 2003-2
Investor Notes are paid in full during a Lockout Period, the Series 2003-2
Principal Payment Amount will be applied to cover principal payments due on all
other Outstanding Series of Investor Notes prior to redeeming the Series 2003-2
Senior PMI.

          A Lockout Period is the period commencing when each Outstanding Series
of Investor Notes shall have been declared to be immediately due and payable as
a result of the occurrence of an Event of Default resulting from a payment
default with respect to any Series of Investor Notes and ending when the
principal of and interest on all Series of Investor Notes has been paid in full.

     H.   Event of Default.

          An "Event of Default" will occur with respect to any Series of
Investor Notes upon the occurrence and continuance of any of the following:

          (i)  failure to pay interest on any Investor Note of any Series when
               due and the continuation of such failure for five business days;

          (ii) failure to pay the principal of any Investor Note of any Series
               when due;

         (iii) failure to observe or perform any covenant or agreement of the
               Issuer made in the Indenture which default materially and
               adversely affects the rights of the Noteholders of such Series
               and which default shall continue or not be cured for a period of
               30 days (or for such longer period, not in excess of 60
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               days, if certain conditions are met) after there shall have been
               given a written notice specifying such default and requiring it
               to be remedied and stating that such notice is a "Notice of
               Default" under the Indenture;

          (iv) the Issuer at any time receives a final determination that it
               will be treated as an association taxable as a corporation for
               federal income tax purposes;

          (v)  the Securities and Exchange Commission or other regulatory body
               having jurisdiction reaches a final determination that the Issuer
               is an "investment company" within the meaning of the Investment
               Company Act; or

          (vi) certain bankruptcy or insolvency events shall occur with respect
               to the Issuer.

          If an Event of Default described in clause (vi) occurs, the unpaid
principal amount of all Series of Investor Notes, together with interest accrued
but unpaid thereon, and all other amounts due to the Investor Noteholders under
the Indenture, shall immediately become due and payable. In the event of the
occurrence and continuation of an Event of Default described in clauses (i),
(ii), (iv) and (v), there must be a declaration by the Indenture Trustee or the
Majority in Interest of each Series of Investor Notes for all Series of Investor
Notes to become immediately due and payable. In the event of the occurrence and
continuation of an Event of Default described in clause (iii) with respect to
any Series of Investor Notes, there must be a declaration by the Indenture
Trustee or the Majority in Interest of such Series of Investor Notes for such
Series of Investor Notes to become immediately due and payable.

II.  Summary of Conclusion.

          In our opinion, the Series 2003-2 Investor Notes will be treated as
indebtedness for U.S. federal income tax purposes. The benefits and burdens of
ownership, which are generally borne by holders of equity interests, will not be
shifted to the Series 2003-2 Investor Noteholders. Moreover, the terms of the
Series 2003-2 Investor Notes will be characteristic of debt rather than equity.
The Series 2003-2 Investor Notes will have a fixed maturity date, an
unconditional right to enforce payment of principal and interest, will not be
subordinated to any other Series of Outstanding Notes, and will be denominated
as indebtedness. Furthermore, the Series 2003-2 Investor Noteholders and the
Issuer will agree to treat the Series 2003-2 Investor Notes as indebtedness for
tax purposes. Accordingly, all of the foregoing features support a conclusion
that the Series 2003-2 Investor Notes will constitute debt for U.S. federal
income tax purposes.

III. Federal Income Tax Characterization of the Series 2003-2 Investor Notes.

          Whether the Series 2003-2 Investor Notes will be debt or equity
interests in the Issuer or its property is determined both by the terms of the
Series 2003-2 Investor Notes and by whether the "substantial incidents of
ownership" of the Issuer or its property will be transferred
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to the Series 2003-2 Investor Noteholders.(2) Thus, the most important
considerations are: (i) whether the Series 2003-2 Investor Noteholders will bear
the burdens and benefits of ownership of the Issuer or its property and (ii)
whether the terms of the Series 2003-2 Investor Notes will have features which
are more characteristic of debt or equity. As discussed below, the Series 2003-2
Investor Noteholders will not obtain the benefits and burdens of ownership of
the Issuer or its property and the features of the Series 2003-2 Investor Notes
will be characteristic of debt and not equity.

     A.   The Benefits and Burdens of Ownership Are Not Shifted to the Series
          2003-2 Investor Noteholders.

          The primary benefits of ownership of the Issuer's assets are the
Collections in respect of the Collateral. The primary economic benefit
underlying the Collections are the payments under the Leases and the residual
value of the Vehicles at the termination of the Leases. Ultimately, if the
Vehicles generate greater income in the Issuer's hands than projected or if the
Vehicles are worth more at the termination of their respective lease terms, the
Issuer's interest in the Vehicles will increase in value. The Indenture provides
that the rate of return to the Series 2003-2 Investor Noteholders will be a
floating rate calculated on the basis of LIBOR and the Issuer generally will
receive any remaining Collections after payment of the required Monthly
Distributions. Thus, the economic return to a Series 2003-2 Investor Noteholder
will be limited to the return of the initial Invested Amount of its Series
2003-2 Investor Note and the floating rate of interest thereon. The excess, if
any, of the Issuer's assets and the value thereof will not inure to the Series
2003-2 Investor Noteholders.

          The principal burden of ownership with respect to the Issuer and its
property is the risk of loss arising from shortfalls in the Collections received
with respect to the Collateral or a decline in value of the Vehicles. The
transaction pursuant to which the Series 2003-2 Investor Notes will be issued
has been structured so that this risk of loss will be borne primarily by the
Issuer and its Members.

          The Series 2003-2 Investor Notes may not be issued if such issuance
will result in an Asset Deficiency. An Asset Deficiency as of any date of
determination is the amount by


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(2)  See Watts Copy Sys., Inc. v. Comm'r, 67 TCM 2480, 2483 (1994); Coulter
Elec., Inc. v. Comm'r, 59 TCM 350 (1990), aff'd, 943 F.2d 1318 (11th Cir. 1991);
United Surgical Steel Co. v. Comm'r, 54 T.C. 1215 (1970), acq., 1971-2 C.B. 3;
Town & Country Food Co. v. Comm'r, 51 T.C. 1049 (1969), acq., 1969-2 C.B. xxv;
Martin v. Comm'r, 56 T.C. 1255 (1971), aff'd without op., 469 F.2d 1406 (5th
Cir. 1972); Hydrometals, Inc. v. Comm'r, 31 T.C.M. 1260 (1972), aff'd without
op., 485 F.2d 1236 (5th Cir. 1973), cert. denied, 416 U.S. 938 (1974); Mapco
Inc. v. United States, 556 F.2d 1107 (Ct. Cl. 1977); GCM 39567 (June 10, 1986);
and GCM 39584 (December 3, 1986).
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which the Required Aggregate Asset Amount exceeds the Adjusted Aggregate Unit
Balance as of such date. The Required Aggregate Asset Amount is the sum of the
Required Asset Amounts with respect to all Series of Outstanding Investor Notes.
The Series 2003-2 Required Asset Amount as of any date of determination is the
sum of the outstanding principal amount of the Series 2003-2 Investor Notes and
the Series 2003-2 Required Overcollateralization Amount as of such date. The
Series 2003-2 Required Overcollateralization Amount is the amount by which
amounts on deposit in the Series 2003-2 Reserve Account and the Series 2003-2
Principal Collection Subaccount fall short of the Series 2003-2 Required
Enhancement Amount, which is equal to at least 12.36% of the initial aggregate
principal amount of the Series 2003-2 Investor Notes. Thus, the Series 2003-2
Investor Notes may not be issued if there is insufficient overcollateralization
for all Series of Outstanding Investor Notes.

          On the Closing Date, the Issuer is expected to have equity capital
equal to at least 14.9% of the Aggregate Invested Amount and at least 13% of the
Issuer's total capitalization. Such capital will be invested in the Issuer's
assets and held in Reserve Accounts and Yield Supplement Accounts. The
overcollateralization associated with the Series 2003-2 Investor Notes insulates
the Series 2003-2 Investor Noteholders from any potential losses that the Series
2003-2 Investor Noteholders might otherwise suffer.

          Furthermore, the Chesapeake LLC Agreement requires that on each Series
Closing Date, the Common Member of the Issuer shall make such additional capital
contributions as are necessary to maintain the aggregate balances of all of the
Members' Capital Accounts at an amount equal to at least 13% of the Issuer's
total capitalization. This requirement provides additional assurance of a
substantial equity cushion protecting the Series 2003-2 Investor Noteholders.

          Prior to the occurrence of a Potential Amortization Event or an
Amortization Event, the Issuer may receive the amount on deposit in the Series
2003-2 General Collection Account equal to the 2003-2 Available Excess
Collections Amount. Any reduction in the Collections will result first in a
corresponding reduction in the Series 2003-2 Available Excess Collections Amount
before it results in a reduction in amounts available for Monthly Distributions.
Similarly, any shortfalls in expected Collections which would reduce amounts
available to make required payments of principal and interest to the Series
2003-2 Investor Noteholders will first be funded out of the Series 2003-2
Reserve Account and the Series 2003-2 Yield Supplement Account, to which the
Issuer would otherwise be entitled.

          Based on the foregoing, the Issuer will bear the primary risk of loss
with respect to a shortfall in the Collections. Accordingly, the Class A-1
Investor Notes and the Class A-2 Investor Notes are expected to receive a rating
of AAA by Standard & Poor's Ratings Services and/or Aaa by Moody's Investors
Service, Inc.
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     B.   Terms of the Series 2003-2 Investor Notes.

          The terms of the Series 2003-2 Investor Notes will be characteristic
of debt rather than equity.

          1.   Fixed Maturity Date.

          A fixed maturity date and an unconditional right to repayment of
principal have been described as indispensable indicia of debt.(3) The Series
2003-2 Investor Notes will have a Final Maturity Date. In the absence of an
Amortization Event, the Series 2003-2 Amortization Period will begin on the
Period End Date specified in the definition of Series 2003-2 Amortization
Period. Amounts available to pay principal on the Series 2003-2 Investor Notes
will be distributed first to the Class A-1 Investor Noteholders until the Class
A-1 Investor Notes have been paid in full and then to the Class A-2 Investor
Noteholders until the Class A-2 Investor Notes are paid in full. After the
occurrence of an Amortization Event, however, principal will be paid to the
Series 2003-2 Investor Noteholders on a pro rata basis until the Series 2003-2
Investor Notes have been paid in full.

          The actual rate of amortization for the Series 2003-2 Investor Notes
will vary depending on the rate at which the Obligors make depreciation payments
under the Unit Leases, the rate at which the Obligors elect to terminate the
Unit Leases, and the rate at which the Unit Vehicles are sold upon such
termination. While this variable rate of amortization is expected to result in
the repayment of the Series 2003-2 Investor Notes prior to the Final Maturity
Date, the Series 2003-2 Investor Notes will mature on a Payment Date that is no
more than twelve years from the Closing Date if they are not paid in full prior
to such date. Thus, the Series 2003-2 Investor Notes will have a fixed maturity
date by which they must be paid in full.

          2.   Remedies for Default.

          The "right to force payment of the sum as a debt in the event of
default" has been held to be a significant, if not essential, feature of
debt.(4) In general, a creditor's remedy for default includes the right to
accelerate and sue to recover the entire outstanding principal balance of the
debt, not just the amount in default. As discussed below, the Series 2003-2
Investor Noteholders have significant rights in this regard.

          The occurrence of an Amortization Event with respect to the Series
2003-2 Investor Notes will trigger the commencement of the Series 2003-2
Amortization Period

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(3)  Wood Preserving Corp. v. United States, 347 F.2d 117, 119 (4th Cir. 1965).

(4)  United States v. South Georgia Ry., 107 F.2d 3, 5 (5th Cir. 1939).
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resulting in early amortization. An Event of Default with respect to the Series
2003-2 Investor Notes will be a Series 2003-2 Amortization Event.

          Furthermore, if an Event of Default (as described above under "Summary
of the Transaction") with respect to the Series 2003-2 Investor Notes shall have
occurred and be continuing and such Investor Notes have been declared
immediately due and payable, the Indenture Trustee may institute proceedings to
collect amounts due in respect thereof. If an Event of Default with respect to
all Series of Investor Notes shall have occurred and be continuing and all
Series of Investor Notes have been accelerated, whether by declaration or
otherwise, the Indenture Trustee may institute proceedings to foreclose on the
Issuer's assets or exercise remedies as a secured party and, in the case of a
payment default, direct the Issuer to sell its assets or any portion thereof or
rights or interests therein.

          Finally, in the event that any payment of the principal of and
interest on the Series 2003-2 Investor Notes is not paid when due, each affected
Series 2003-2 Investor Noteholder shall have the absolute and unconditional
right to institute suit for the enforcement of any such payment.

          These Amortization Events, Events of Default, and general creditors'
rights will further protect the Series 2003-2 Investor Noteholders, are
consistent with the rights of a holder of "indebtedness," and will protect the
Series 2003-2 Investor Noteholders from bearing any material risk of loss with
respect to the Issuer's assets and the related transactions.

          3.   Subordination.

          The fact that an obligation is not subordinated is persuasive evidence
that it represents indebtedness.(5) The Series 2003-2 Investor Notes will not be
subordinated obligations. All Series of Investor Notes will be (i) secured by
the Collateral equally and ratably without prejudice, priority or distinction
and (ii) senior in priority to all Preferred Membership Interests and the Common
Membership Interest in the Issuer. Although within the Series 2003-2 Investor
Notes, the Class A-1 Investor Notes will normally be paid in full prior to the
Class A-2 Investor Notes, if there is an Amortization Event, principal will be
paid to Class A-1 Investor Noteholders and Class A-2 Investor Noteholders on a
pro rata basis until all of the Class A-1 Investor Notes and the Class A-2
Investor Notes are paid in full.

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(5)  Liflans Corp. v. United States, 390 F.2d 965, 969 (Ct. Cl. 1968); Taft v.
Comm'r, 314 F.2d 620, 622 (9th Cir. 1963); Rowan v. United States, 219 F.2d 51,
55 (5th Cir. 1955); New England Lime Co., 13 T.C. 799, 804 (1949).
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          4.   Denomination and Treatment.

          The Series 2003-2 Investor Notes will be denominated as indebtedness
of the Issuer. Furthermore, the Issuer and the Series 2003-2 Investor
Noteholders, by their purchase of the Series 2003-2 Investor Notes, will agree
to treat the Series 2003-2 Investor Notes for federal, state and local income
and franchise tax purposes as indebtedness of the Issuer. The denomination and
tax treatment of the Series 2003-2 Investor Notes provides further evidence
supporting the conclusion that the transaction described in the Indenture with
respect to the Series 2003-2 Investor Notes will constitute an issuance of debt.

                                      * * *


          Based on and subject to the foregoing, in our opinion the Series
2003-2 Investor Notes will be treated as indebtedness for U.S. federal income
tax purposes.

IV.  Federal Income Tax Matters with Respect to Outstanding Notes of Other
     Series.

          Provided that, in accordance with Section 2.2(b)(iv) of the Base
Indenture, the Indenture Trustee has received written confirmation from each
Rating Agency that the Rating Agency Condition(6) has been satisfied with
respect to the issuance of the Series 2003-2 Investor Notes, then, in accordance
with Section 2.2(b)(iii) of the Base Indenture, we confirm that the issuance of
the Series 2003-2 Investor Notes will not adversely affect the U.S. federal
income tax characterization of any Series of Outstanding Notes or Class thereof
that was (based upon an opinion of counsel) characterized as debt at the time of
their issuance.

                                      * * *

          Our opinions set forth herein are limited solely to the following
questions: (i) whether the Series 2003-2 Investor Notes will be characterized as
indebtedness for U.S. federal income tax purposes and (ii) whether the issuance
of the Series 2003-2 Investor Notes will adversely affect the U.S. federal
income tax characterization of any Series of Outstanding Notes or Class thereof
that was (based upon an opinion of counsel) characterized as debt at the time of
their issuance. No opinions are expressed herein as to the U.S. federal income
tax consequences of the transaction described herein except as expressly set
forth above, nor as to any transaction not consummated in accordance with our
understanding of the relevant facts set forth above. In

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(6)  The Rating Agency Condition is defined as notification in writing by the
Rating Agencies that a proposed action will not result in a reduction or
withdrawal by each such Rating Agency of the rating of any Class of any Series
of Outstanding Investor Notes rated by such Rating Agency or the rating of any
series of Preferred Membership Interests rated by such Rating Agency.
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addition, no opinion is expressed herein as to any state or local tax
consequences, or any tax consequences under the laws of any foreign
jurisdiction.

          We are furnishing this opinion to you solely for the benefit of you,
your members and the holders of the Series 2003-2 Investor Notes, and this
opinion may not be relied upon by any other person or for any other purpose
without our prior express written consent in each instance.

          You (and each of your employees, representatives, or other agents) may
disclose to any and all persons, without limitation of any kind, the tax
treatment and tax structure of the transactions described herein and all
materials of any kind (including this opinion or other opinions or other tax
analyses) that are provided to you relating to such tax treatment and tax
structure. For purposes of this authorization, "tax treatment" means the
purported or claimed U.S. federal income tax treatment of the transaction, and
"tax structure" means any fact that may be relevant to understanding the
purported or claimed U.S. federal income tax treatment of the transaction. The
authorization to disclose the tax treatment and tax structure of the
transactions described herein contained in the preceding sentence was applicable
immediately upon commencement of discussions with respect to the transactions
described herein.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the captions
"Material Federal and Certain State Income Tax Consequences" and "Legal Matters"
therein.

                                                 Very truly yours,

                                                 /s/ WHITE & CASE LLP

                                                 WHITE & CASE LLP


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