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June 27, 2000
Chase Funding, Inc.
343 Thornall Street
Edison, NJ 08837
Re: Chase Funding Mortgage Loan
Asset-Backed Certificates, Series 2000-2
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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 $460,000,000.00 in aggregate
principal amount of Mortgage Loan Asset- Backed Certificates, Series 2000-2 (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,
2000, by and among the Company, as depositor, Chase Manhattan Mortgage
Corporation, as Master Servicer, Advanta Mortgage Corp. USA, as Subservicer, and
Citibank, N.A., as Trustee. The Offered Certificates will be purchased by Chase
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. and a Terms Agreement dated June 20, 2000 between the Company
and Chase Securities Inc. (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.
333-64131) 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
"Prospectus") dated March 20, 2000 and the Prospectus Supplement (the
"Prospectus Supplement") dated June __, 2000 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
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Chase Funding, Inc.
June 27, 2000
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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.
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 Master REMIC and the Subsidiary REMIC 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.
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
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Chase Funding, Inc.
June 27, 2000
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"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,
MORGAN, LEWIS & BOCKIUS LLP
