Exhibit 5.1
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Exhibits 5.1 and 23.1
OPINION OF DAVIS POLK & WARDWELL LLP
November 1, 2021
SLM Corporation
300 Continental Drive
Newark, Delaware 19713
Ladies and Gentlemen:
SLM Corporation, a Delaware corporation (the “Company”), has filed with the Securities and Exchange Commission a Registration Statement on Form S-3 (File No. 333-258300) (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), certain securities, including $500,000,000 aggregate principal amount of the Company’s 3.125% Senior Notes due 2026 (the “Securities”). The Securities are to be issued pursuant to the provisions of the Indenture dated as of June 17, 2015 (the “Base Indenture”) between the Company and Deutsche Bank National Trust Company, as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture dated as of November 1, 2021 between the Company and the Trustee (the “Third Supplemental Indenture,” and together with the Base Indenture, the “Indenture”). The Securities are to be sold pursuant to the Underwriting Agreement dated October 27, 2021 (the “Underwriting Agreement”) among the Company and the several underwriters named therein (the “Underwriters”).
We, as your counsel, have examined originals or copies of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary or advisable for the purpose of rendering this opinion.
In rendering the opinion expressed herein, we have, without independent inquiry or investigation, assumed that (i) all documents submitted to us as originals are authentic and complete, (ii) all documents submitted to us as copies conform to authentic, complete originals, (iii) all signatures on all documents that we reviewed are genuine, (iv) all natural persons executing documents had and have the legal capacity to do so, (v) all statements in certificates of public officials and officers of the Company that we reviewed were and are accurate and (vi) all representations made by the Company as to matters of fact in the documents that we reviewed were and are accurate.
Based upon the foregoing, and subject to the additional assumptions and qualifications set forth below, we advise you that, in our opinion, assuming the Securities have been duly executed and authenticated in accordance with the provisions of the Indenture and delivered to and paid for by the Underwriters pursuant to the Underwriting Agreement, the Securities will constitute valid and binding obligations of the Company, enforceable in accordance with their terms, subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally, concepts of reasonableness and equitable principles of general applicability, provided that we express no opinion as to the effect of fraudulent conveyance, fraudulent transfer or similar provision of applicable law on the conclusions expressed above.
