MORGAN, LEWIS & BOCKIUS LLP
                                 101 Park Avenue
                             New York, NY 10178-0060




July 10, 2003




Chase Funding, Inc.
Chase Manhattan Acceptance Corporation
343 Thornall Street
Edison, NJ 08837

Ladies and Gentlemen:

We have acted as counsel to Chase Funding, Inc., a New York corporation, and
Chase Manhattan Acceptance Corporation, a Delaware corporation, (each, a
"Seller") in connection with Amendment No. 1 to the Registration Statement on
Form S-3 (the "Registration Statement") filed on July 10, 2003 with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended (the "Act"), relating to the issuance from time to time in one or more
series (each, a "Series") of asset-backed securities (the "Securities). The
Securities may be issued in the form of Asset-Backed Notes (the "Notes") or
Asset-Backed Certificates (the "Certificates"). As set forth in the Registration
Statement, each Series of Securities will be issued by a separate trust to be
formed by the Seller (each, a "Trust") under and pursuant to the conditions of a
separate pooling and servicing agreement, trust agreement or indenture (each, an
"Agreement"), each to be identified in the prospectus supplement for such Series
of Securities.

We have examined originals or copies certified or otherwise identified to our
satisfaction of such documents and records of each Seller, and such public
documents and records, as we have deemed necessary as a basis for the opinions
hereinafter expressed.

Based on the foregoing and having regard for such legal considerations as we
have deemed relevant, we are of the opinion that when the Securities of a Series
have been duly executed, authenticated and delivered in accordance with the
terms of the related Agreements and issued and delivered against payment
therefor as described in the Registration Statement, the Certificates of such
Series will be legally and validly issued, fully paid and nonassessable, and the
holders thereof will be entitled to the benefits of the related Agreement, and
the Notes of such Series will be valid and legally binding obligations of the
related Trust, subject to bankruptcy, insolvency, reorganization, moratorium or
other laws affecting creditors' rights generally and to general principles of
equity (regardless of whether enforceability is sought in a proceeding in equity
or at law).



July 10, 2003
Page 2

In rendering the foregoing opinion, we express no opinion as to the law of any
jurisdiction other than the law of the State of New York, the General
Corporation Law of the State of Delaware and the federal law of the United
States of America.

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,

MORGAN, LEWIS & BOCKIUS LLP