September 22, 2003


Chesapeake Funding LLC
307 International Circle
Hunt Valley, MD 21030

Re: Federal and New York State Tax Classification of the Origination Trust,
    Raven Funding LLC and Chesapeake Funding LLC

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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 Amended and Restated
Origination Trust Agreement, dated as of June 30, 1999, as amended by Amendment
No. 1 thereto dated as of June 18, 2003 (the "Origination Trust Agreement") by
and among Raven Funding LLC, a Delaware limited liability company ("SPV"), as
successor settlor and initial beneficiary, PHH Vehicle Management Services, LLC,
a Delaware limited liability company ("VMS"), as existing settlor and initial
beneficiary and the successor UTI Trustee, and Wilmington Trust Company, a
Delaware banking association (the "Delaware Trustee"), which created a Delaware
statutory trust known as the "D.L. Peterson Trust" (the "Trust"); (ii) the
Amended and Restated Limited Liability Company Agreement of Raven Funding LLC,
dated as of October 28, 1999, as amended as of October 25, 2001 and June 18,
2003 (the "Raven LLC Agreement"); and (iii) 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"). 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, dated as of June 30, 1999, as amended as of
October 28, 1999, May 27, 2003, June 18, 2003 and July 31, 2003, between the
Issuer and JPMorgan Chase Bank (formerly known as The Chase Manhattan Bank), as
indenture trustee.

     In connection with the transactions contemplated by the Registration
Statement on Forms S-3 and S-1 (the "Registration Statement") filed by the
Issuer and the Trust with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Securities Act"), for the registration
of up to $500,000,000 principal amount of the Issuer's Series 2003-2 Floating


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Rate Callable Asset Backed Notes (the "Series 2003-2 Investor Notes"), you have
requested our advice as to the U.S. federal income tax and New York State income
and franchise tax classifications applicable to the Trust, the SPV, and the
Issuer (each, a "Pass-Through Entity").

     In rendering the opinions set forth herein, we have examined and relied on
originals or copies, certified to our satisfaction, of the Origination Trust
Agreement, the Raven LLC Agreement, the Chesapeake LLC Agreement and 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. Our opinions are also based on our understanding of certain
assumptions related to each of the Pass-Through Entities as set forth herein.

     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 opinions are 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 opinions will not be taken by the
Internal Revenue Service.

     Under final Treasury Regulations under the Code, none of the Pass-Through
Entities will be classified as an association taxable as a corporation for U.S.
federal income tax purposes, absent an affirmative election to the contrary.
Treas. Reg. Section 301.7701-3(b)(1). The Treasury Regulations provide that such
an election must be made by either each member of the electing entity who is an
owner at the time the election is filed or any officer, manager, or member of
the electing entity who is authorized to make the election. Treas. Reg. Section
301.7701-3(c)(2)(i). Section 5.8 of the Origination Trust Agreement provides
that neither the Trust nor any Trustee shall make or authorize any Person to
make an election to have the Trust classified or taxed as a corporation for U.S.
federal income tax purposes or any applicable state or local income or franchise
tax purposes. Section 14 of the Raven LLC Agreement provides that neither the
SPV nor any Manager or Member shall make or authorize any Person to make an
election to have the SPV classified or taxed as a corporation for U.S. federal
income tax purposes or any applicable state or local income or franchise tax
purposes. Section 11.2 of the Chesapeake LLC Agreement provides that neither the
Issuer nor any Manager or Member shall make or authorize any Person to make an
election for the Issuer to be classified or taxed as a corporation for U.S.
federal income tax purposes or any applicable state or local income or franchise
tax purposes. We assume that no election will be made by any of the Pass-Through
Entities, any Trustee, Manager, Member or any other Person to treat any of the
Pass-Through Entities as an association taxable as a corporation for U.S.
federal income tax purposes. Based upon the foregoing and subject to the
discussion of publicly traded partnership status below, it is our opinion that,
after giving effect to the transactions contemplated by the Registration
Statement, none of the Pass-Through

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Entities will be treated as an association taxable as a corporation for U.S.
federal income tax purposes.

     One or more of the Pass-Through Entities may be classified as a partnership
for U.S. federal income tax purposes. Notwithstanding classification as a
partnership, however, a partnership will generally be taxed as a corporation for
U.S. federal income tax purposes if it is a "publicly traded partnership" as
defined in Section 7704 of the Code. A publicly traded partnership is a
partnership the interests in which either are traded on an established
securities market or are readily tradable on a secondary market or the
substantial equivalent thereof.

     For purposes of the publicly traded partnership provisions, an established
securities market includes a national securities exchange registered under the
Securities Exchange Act of 1934 (the "Exchange Act"), a foreign securities
exchange that satisfies regulatory requirements that are analogous to the
regulatory requirements under the Exchange Act, a regional or local exchange,
and an interdealer quotation system that regularly disseminates firm buy or sell
quotations by identified brokers or dealers by electronic means or otherwise.
Treas. Reg. Section 1.7704-1(b). Section 9.7 of the Origination Trust Agreement
provides that (i) each of the Initial Beneficiary and each Trustee covenants and
agrees that it will not transfer, assign, participate, pledge or otherwise
dispose of its interest in the Trust, or cause its interest to be marketed, on
or through an established securities market and (ii) any transferee of a
beneficial interest in the Trust will be required to make a similar
representation. Section 15 of the Raven LLC Agreement provides that (i) each
Member covenants and agrees that it will not transfer, assign, participate,
pledge or otherwise dispose of its interest in the SPV, or cause its interest to
be marketed, on or through an established securities market and (ii) any
transferee of an interest in the SPV will be required to make a similar
representation. Section 12.6 of the Chesapeake LLC Agreement provides that (i)
each of the Members covenants and agrees that it will not transfer, assign,
participate, pledge or otherwise dispose of its interest in the Issuer, or cause
its interest to be marketed, on or through an "established securities market"
within the meaning of Section 7704(b) of the Code and the Treasury Regulations
promulgated thereunder and (ii) any transferee of an interest in the Issuer will
be required to make a similar representation.

     In order to avoid publicly traded partnership status, no interest in any of
the Pass-Through Entities should be traded on a secondary market or the
substantial equivalent of a secondary market. Under a "private placement" safe
harbor in the Treasury Regulations, interests in a partnership are not readily
tradable on a secondary market or the substantial equivalent thereof if (i) all
interests in the partnership were issued in a transaction that was not required
to be registered under the Securities Act and (ii) the partnership has no more
than 100 partners. Treas. Reg. Section 1.7704-1(h)(1). For purposes of
determining the number of partners in a partnership, a person (the "beneficial
owner") indirectly owning an interest in the partnership through a partnership,
grantor trust or S corporation (the "flow-through entity") shall be considered a
partner, but only if (i) substantially all of the value of the beneficial
owner's interest in the flow-through entity is attributable to the flow-through
entity's interest (direct or indirect) in the partnership and (ii) a principal
purpose of the use of the tiered arrangement is to satisfy the 100-partner
limitation (the "look-through rule of the Treasury Regulations"). Treas. Reg.

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Section 1.7704-1(h)(3). The interests in each of the Pass-Through Entities have
been and will be issued in transactions that are exempt from the registration
requirements of the Securities Act, and therefore the first requirement of the
private placement safe harbor would be satisfied for each of the Pass-Through
Entities. Section 4.2(e) of the Origination Trust Agreement provides that no
interest in any SUBI, SUBI Certificate or SUBI Portfolio shall be transferred,
assigned, sold or conveyed if, as the result of such transfer, assignment, sale
or conveyance, the Trust would become a publicly traded partnership. Sections 10
and 12 of the Raven LLC Agreement provide, respectively, that a Member may not
transfer its interest in the SPV, and the SPV may not admit any additional
member, if such transfer or admission would cause there to be more than 100
members or otherwise cause the Trust, the Issuer or the SPV to be classified as
a publicly traded partnership taxable as a corporation. Sections 9.1(e), 10.1(e)
and 12.3(b) of the Chesapeake LLC Agreement provide, respectively, that the
Issuer may not issue any Senior Preferred Membership Interest or Junior
Preferred Membership Interest, and no transfer of a Preferred Membership
Certificate shall be made, if such issuance or transfer would cause there to be
more than 50 members or otherwise cause the Trust or the Issuer to be classified
as a publicly traded partnership taxable as a corporation. Based on the
foregoing, it is our opinion that, after giving effect to the transactions
contemplated by the Registration Statement, none of the Pass-Through Entities
will be treated as a publicly traded partnership taxable as a corporation under
Section 7704 of the Code.

     The classification of business entities for New York State income and
franchise tax purposes generally follows the classification for U.S. federal
income tax purposes. The New York State Department of Taxation and Finance has
advised that the classification of a limited liability company for New York
State tax purposes will follow the classification accorded the limited liability
company for U.S. federal income tax purposes. State of New York Commissioner of
Taxation and Finance, Advisory Opinion, July 24, 1996, Petition No. C960402B.
Furthermore, where a business trust is treated as a partnership rather than an
association taxable as a corporation for U.S. federal income tax purposes, such
business trust is not considered a corporation for New York State tax purposes.
State of New York Commissioner of Taxation and Finance, Advisory Opinion,
October 14, 1994, Petition No. C940607A. We assume that no election will be made
by any of the Pass-Through Entities, any Trustee, Manager, Member or any other
Person to treat any of the Pass-Through Entities as an association taxable as a
corporation for New York State income or franchise tax purposes. Based on the
foregoing and our assumptions and opinions above that none of the Pass-Through
Entities will be treated as an association or publicly traded partnership
taxable as a corporation for U.S. federal income tax purposes, it is our opinion
that, after giving effect to the transactions contemplated by the Registration
Statement, none of the Pass-Through Entities will be treated as an association
taxable as a corporation for New York State income or franchise tax purposes.

     Our opinions contained herein are limited solely to the question of whether
any of the Pass-Through Entities will be treated as an association or publicly
traded partnership taxable as a corporation for U.S. federal income tax or New
York State income or franchise tax purposes. Except for the opinions set forth
above, we express no opinion herein as to any other tax

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consequences of the Pass-Through Entities to any party under U.S. federal,
state, local or foreign laws.

     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

JFH:JN:CMO