EXHIBIT 8.3
May 3, 2002
To Each of the Persons
Listed on Schedule "A" Hereto
Re: PHH Vehicle Management Services, LLC; Raven Funding LLC;
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Chesapeake Funding LLC and X.X.Xxxxxxxx Trust
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Ladies and Gentlemen:
We have acted as special Delaware counsel for PHH Vehicle Management
Services, LLC, a Delaware limited liability company ("VMS"), Raven Funding LLC,
a Delaware limited liability company (the "SPV"), Chesapeake Funding LLC
(formerly known as Greyhound Funding LLC), a Delaware limited liability company
(the "Issuer"), and X.X. Xxxxxxxx Trust, a Delaware business trust (the
"Trust"), in connection with the matters set forth herein. At your request, this
opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of executed or
conformed counterparts or copies of the following (the "Transaction Documents"):
(a) The Certificate of Formation of VMS, dated April 1, 1999, as
filed in the office of the Secretary of State on April 1, 1999;
(b) The Limited Liability Company Agreement of VMS, dated as of
April 1, 1999 (the "VMS Agreement"), agreed to by Avis Fleet Leasing and
Management Corporation as successor by merger to PHH Holdings Corporation, as
the sole member of VMS (the "VMS Member");
(c) The Certificate of Formation of the SPV, dated June 23, 1999
(the "SPV Certificate"), as filed in the office of the Secretary of State on
June 24, 1999;
To Each of the Persons
Listed on Schedule "A" Hereto
May 3, 2002
Page 2
(d) The Limited Liability Company Agreement of the SPV, dated as
of June 30, 1999, and effective as of June 24, 1999, executed by VMS, as the
sole economic member of the SPV (the "SPV Member"), and Xxxx X. Xxxx, Xxxxxxx X.
Xxxxxx and the other Managers (as defined therein);
(e) The Amended and Restated Limited Liability Company Agreement
of the SPV, dated and effective as of October 28, 1999 (the "SPV Agreement"),
executed by the SPV Member, and Xxxxx X. Xxxxxx, Xxxxxxx X. Xxxxxx and the other
Managers (as defined therein);
(f) The Certificate of Formation of the Issuer, dated June 23,
1999 (the "Issuer Certificate"), as filed in the office of the Secretary of
State on June 24, 1999;
(g) The Limited Liability Company Agreement of the Issuer, dated
as of June 30, 1999, and effective as of June 24, 1999, executed by the SPV, as
the sole common member of the Issuer (the "Common Member"), and Xxxx Xxxx;
(h) The Amended and Restated Limited Liability Company Agreement
of the Issuer, dated as of October 28, 1999, and effective on October 28, 1999
(the "Issuer Agreement"), executed by the SPV, as the sole common member of the
Issuer (the "Common Member"), and Xxxx Xxxx;
(i) The Certificate of Trust of the Trust (the "Trust
Certificate"), as filed in the office of the Secretary of State of the State on
June 29, 1999; and
(j) The Amended and Restated Origination Trust Agreement of the
Trust, dated as of June 30, 1999, among the SPV, as successor settlor and
initial beneficiary, VMS, as existing settlor and initial beneficiary, VMS, as
UTI trustee, and Wilmington Trust Company, as Delaware Trustee.
For the purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (j) above, which we
believe are all the documents reasonably necessary for us to have considered for
purposes of rendering the opinions stated herein. In particular, we have not
reviewed any document (other than the documents listed in paragraphs (a) through
(j) above) that is referred to in or incorporated by reference into any document
reviewed by us. We have assumed that there exists no provision in any document
not listed above that is inconsistent with the opinions stated herein. We have
conducted no independent factual investigation of our own but rather have relied
solely upon the foregoing documents, the statements and information set forth
therein and the additional matters recited or assumed herein, all of which we
have assumed to be true, complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed that (i)
all signatures on documents examined by us are genuine, (ii) all documents
submitted to us as originals are authentic, and (iii) all documents submitted to
us as copies conform with the original copies of those documents.
For purposes of this opinion, we have assumed (i) the due organization
or due formation, as the case may be, and valid existence in good standing of
each party to the documents examined by us under the laws of the jurisdiction
governing its organization or formation and the legal capacity of natural
persons who are signatories to the documents examined by us, (ii) that each of
the parties to the documents examined by us has the power and authority to
execute and deliver, and to perform its obligations under, such documents, (iii)
the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (iv) that the documents listed in paragraphs (a)
through (j) above have not been amended and are in full force and effect, (v)
that there are no proceedings pending or contemplated for the merger,
consolidation, liquidation, dissolution or termination of the VMS, the SPV, the
Issuer or the Trust and (vi) that none of VMS, the SPV, the Issuer or the Trust
will be treated as an association or publicly traded partnership taxable as a
corporation for U.S. federal income tax purposes. We have not participated in
the preparation of any offering material (other than this opinion) relating to
VMS, the SPV, the Issuer or the Trust and assume no responsibility for the
contents of any such material.
This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws (including federal tax law) and rules and regulations
relating thereto. Our opinions are rendered only with respect to Delaware laws
and rules, regulations and orders thereunder which are currently in effect.
Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that none of VMS, the SPV,
the Issuer or the Trust will be treated as an association taxable as a
corporation for Delaware state income tax purposes.
We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to 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
$650,000,000 principal amount of the Issuer's Series 2002-1 Floating Rate
Callable Asset Backed Notes and the reference to us under the caption "Material
Federal and Certain State Income Tax Consequences" and under the caption "Legal
Matters" in such Registration Statement. In giving the foregoing consents, we do
not thereby admit that we come within the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, or the rules
and regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ Xxxxxxxx Xxxxxx & Finger
EAM
Schedule "A"
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X. X. Xxxxxxxx Trust
Raven Funding LLC
Chesapeake Funding LLC
