June 20, 2003
Chase Funding, Inc.
000 Xxxxxxxx Xxxxxx
Xxxxxx, XX 00000
Re: Chase Funding Loan Acquisition Trust, Mortgage Loan Asset-Backed
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Certificates, Series 2003-C1
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Ladies and Gentlemen:
We have acted as counsel for Chase Funding, Inc. (the "Company"), in connection
with the sale by the Company of approximately $594,097,000 in aggregate
principal amount of Chase Funding Loan Acquisition Trust, Mortgage Loan
Asset-Backed Certificates, Series 2003-C1 (the "Certificates"). The Certificates
are issued under the terms of a Pooling and Servicing Agreement (the "Pooling
and Servicing Agreement"), dated as of June 1, 2003, by and among the Company,
as depositor, Chase Manhattan Mortgage Corporation ("CMMC"), as servicer and
Citibank, N.A., as trustee. The Offered Certificates will be purchased by X.X.
Xxxxxx Securities Inc. (the "Underwriter") for resale to the public pursuant to
an Underwriting Agreement dated December 16, 1998, between the Company and Chase
Securities Inc. (predecessor of X.X. Xxxxxx Securities Inc. ("JPMSI")) and a
Terms Agreement dated June 16, 2003 between the Company and JPMSI (together, the
"Underwriting Agreement"). Capitalized terms used and not defined herein have
the meanings given to them in the Prospectus Supplement.
We have examined a signed copy of the Registration Statement on Form S-3 (No.
333-68848) filed by the Company with the Securities and Exchange Commission (the
"Commission") pursuant to the Securities Act of 1933, as amended (the "1933
Act"), in the form in which it initially became effective (the "Registration
Statement") and as amended to the date hereof, and the Company's Prospectus (the
"Base Prospectus") dated November 14, 2002 and the Company's Prospectus
Supplement dated June 18, 2003 (the "Prospectus Supplement") relating to the
Offered Certificates. We also have examined the originals or copies, certified
or otherwise identified to our satisfaction, of all such records of the Company
and all such agreements, certificates of public officials, certificates of
officers or representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein, including, without limitation, (i) the
Restated Certificate of Incorporation of the Company; (ii) the By-Laws of the
Company; (iii) copies of certain unanimous consents adopted by the Board of
Directors of the Company authorizing the issuance and sale of the Certificates
and purchase of the Mortgage Loans; (iv) the Pooling and Servicing Agreement;
(v) the forms of the Class A Certificates, the Class M Certificates and the
Class B Certificates and (vi) the Underwriting Agreement.
Chase Funding, Inc.
June 20, 2003
Page 2
In our examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity of
all documents submitted to us as certified or photostatic copies to the original
documents and the authenticity of such documents. We have assumed that any
documents executed by any party other than the Company are the legal, valid and
binding obligation of such party. As to any facts material to the opinions
expressed herein that we did not establish independently or verify, we have
relied upon the truth, accuracy and completeness of the statements and
representations of the Company, its officers and other representatives, the
Trustee and others. Whenever the phrase "to the best of our knowledge" or "of
which we are aware" is used herein, it refers in each case to the actual
knowledge of the attorneys of this firm involved in the representation of the
Company in this transaction.
We express no opinion as to the effect of the laws of any jurisdiction other
than the laws of the State of New York, the General Corporation Law of the State
of Delaware and the federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion that:
(i) The Certificates have been duly authorized and, when
executed and authenticated as specified in the Pooling and Servicing Agreement
and delivered and paid for, will be validly issued, fully paid, nonassessable
and entitled to the benefits of the Pooling and Servicing Agreement.
(ii) Assuming (a) ongoing compliance with all of the
provisions of the Pooling and Servicing Agreement and (b) the filing of
elections, in accordance with the Pooling and Servicing Agreement, to be treated
as a "real estate mortgage investment conduit" (a "REMIC") pursuant to Section
860D of the Internal Revenue Code of 1986, as amended (the "Code") for federal
income tax purposes, each of the REMICs will qualify as a REMIC as of the
Closing Date and each will continue to qualify as a REMIC for so long as it
complies with amendments after the date hereof to any applicable provisions of
the Code and applicable Treasury Regulations.
(iii) Assuming ongoing compliance with all of the
provisions of the Pooling and Servicing Agreement, for federal income tax
purposes, each of the grantor trusts described in Section 2.07 of the Pooling
and Servicing Agreement will qualify as a grantor trust under subpart E, Part I
of Subchapter J of the Code as of the Closing Date and will continue to so
qualify for so long as it continues to comply with amendments after the date
hereof to any applicable provisions of the Code and applicable Treasury
Regulations.
Chase Funding, Inc.
June 20, 2003
Page 3
(iv) We hereby consent to the filing of this opinion as an
Exhibit to the Registration Statement and to the reference to this firm in the
Registration Statement and the related Prospectus under the heading "Legal
Matters," without 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,
Xxxxxx, Xxxxx & Xxxxxxx LLP
