EXHIBIT 8.4





                         LETTERHEAD OF PIPER RUDNICK LLP

                                  March 7, 2003

To the Persons Listed on
Schedule A Hereto

Ladies and Gentlemen:

     We  have  acted  as  special   Maryland  counsel  in  connection  with  the
transactions  contemplated  by (i) the Amended and  Restated  Origination  Trust
Agreement,  dated as of June 30, 1999 (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 the  28th  day  of  October,  1999,  as  amended  (the  "Raven  LLC
Agreement");  and (iii) the  Amended  and  Restated  Limited  Liability  Company
Agreement of Chesapeake Funding LLC (formerly known as Greyhound Funding LLC), a
Delaware limited  liability company (the "Issuer") dated as of October 28, 1999,
as amended (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 I to the Base Indenture,  dated as of June
30, 1999, as amended as of October 28, 1999 (the "Base  Indenture")  between the
Issuer and JPMorgan Chase Bank (formerly known as The Chase  Manhattan  Bank), a
New York banking corporation, as indenture trustee.

     In  connection  with  the  transaction  contemplated  by  the  Registration
Statement  on Forms  S-1 and S-3  filed by the  Issuer  and the  Trust  with the
Securities  and Exchange  Commission  under the  Securities Act of 1933, for the
registration  of  $500,000,000  principal  amount of the Issuer's  Series 2003-1
Floating Rate Callable  Asset Backed Notes,  you have requested our advice as to
the Maryland state income tax  classification  applicable to the Trust,  the SPV
and the Issuer (each, a "Pass-Through Entity").

     In rendering  the opinions  set forth below,  we have with your  permission
made the following assumptions:

     1. None of the  Pass-Through  Entities will be classified as an association
taxable as a corporation for United States federal income tax purposes.
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                                                          Chesapeake Funding LLC
                                                                   March 7, 2003
                                                                          Page 2

     2. Each of the  Pass-Through  Entities  is a business  entity  (within  the
meaning of Section 301.7701-2(a) of Title 26 of the Code of Federal Regulations)
that is classified  either as a partnership for United States federal income tax
purposes  or as an entity that is  disregarded  as an entity  separate  from its
owner for United States federal income tax purposes.

     3. None of the  Pass-Through  Entities  is a  publicly  traded  partnership
within the meaning of Section  7704 of the  Internal  Revenue  Code of 1986,  as
amended (the "Code").

     Based on the foregoing, and subject to the qualifications set forth herein,
it is our opinion that, under Maryland law in effect on the date hereof, none of
the  Pass-Through  Entities  will be  treated  as an  association  taxable  as a
corporation for Maryland state income or franchise tax purposes.

     In the  case  of any  Pass-Through  Entity  that is not a  business  entity
(within the meaning of Section  301.7701-2(a) of Title 26 of the Code of Federal
Regulations),  the items of income,  deduction  and credit of such  entity  will
belong to its  beneficial  owners for Maryland state income tax purposes so that
no Maryland state income tax will be imposed on such entity.

     It should be noted that, if any member,  beneficial owner or other owner of
an equity  interest of any  Pass-Through  Entity is an  individual  who is not a
resident of the state of Maryland,  the  Pass-Through  Entity will be subject to
state  income  tax (at the  highest  marginal  rate  applicable  to  nonresident
individuals) on such nonresident  owner's  distributive share of the part of the
Pass-Through  Entity's income derived from business carried on in Maryland.  Any
such state income tax imposed on a  Pass-Through  Entity would be withheld  from
amounts otherwise  distributable to the nonresident individual owner. As used in
this  paragraph,  "individual"  means a natural person or a person holding legal
title to the  interest  in the  Pass-Through  Entity for the use and  benefit of
another person.

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

     Except for the  opinion  set forth  above,  we express no opinion as to any
other tax  consequences of the  Pass-Through  Entities to any party under United
States federal, state, local or foreign laws.
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                                                          Chesapeake Funding LLC
                                                                   March 7, 2003
                                                                          Page 3

     We express no  opinion  as to the laws of any  jurisdiction  other than the
laws of the State of Maryland.  The opinions  expressed  herein concern only the
tax laws (excluding  principles of conflict of laws) of the State of Maryland as
currently in effect.  We assume no obligation to supplement  this opinion if any
applicable  laws change after the date hereof or if we become aware of any facts
that might change the opinions expressed herein after the date hereof.

     This  opinion  is being  furnished  to you  solely in  connection  with the
closing of the  transactions  described  herein and is solely for the benefit of
you,  your  members or  beneficial  owners and the holders of the Series  2003-1
Notes,  as the case may be, and is not to be used,  circulated,  quoted,  filed,
relied  upon or  otherwise  referred  to by any  other  person  or for any other
purpose without our express prior written consent.

                                      Very truly yours,

                                      /s/ Piper Rudnick LLP
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                                                          Chesapeake Funding LLC
                                                                   March 7, 2003
                                                                          Page 4

                                   Schedule A

Chesapeake Funding LLC

D.L. Peterson Trust

Raven Funding LLC