(SALLIE MAE LOGO) EXHIBIT 5
SLM CORPORATION
12061 BLUEMONT WAY
RESTON, VIRGINIA 20190
Robert S. Lavet
Senior Vice President
and General Counsel
April 29, 2005
SLM Education Credit Funding LLC
20 East Hemingway Drive
East Providence, Rhode Island 02915
RE: SLM Education Credit Funding LLC
Ladies and Gentlemen:
I am Senior Vice President and General Counsel of SLM Corporation and
in that capacity have participated in, and/or supervised, the preparation of
that certain Registration Statement (the "Registration Statement") being filed
on Form S-3 by SLM Education Credit Funding LLC, a Delaware limited liability
company (the "Seller"), with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "1933 Act"),
relating to the registration of student loan-backed securities (the
"Securities"). The Securities will be issued from time to time pursuant to
indentures to be entered into from time to time among the applicable Trust, a
indenture trustee (the "Indenture Trustee"), and when applicable, the trustee
under the applicable Trust Agreement as the holder of legal title to the Trust
Student Loans on behalf of the Trust (the "Eligible Lender Trustee").
In my examination, I or members of my staff have assumed the legal
capacity of all natural persons, the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed or to be executed by
parties other than the Seller, we have assumed that such parties had or will
have the power and authority, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and execution and delivery by such parties
of such documents and the validity and binding effect thereof. As to any facts
material to the opinions expressed herein which we have not independently
established or verified, we have relied upon statements and representations of
officers and other representatives of the Seller and others.
SLM Education Credit Funding LLC
April 29, 2005
Page 2
Based upon and subject to the foregoing, and subject to the
qualification that I am admitted to the practice of law in the District of
Columbia and the Commonwealth of Virginia only and do not purport to be
qualified to render an opinion with respect to the laws of any jurisdiction
other than the District of Columbia and the Commonwealth of Virginia, I am of
the opinion that, assuming that the Securities have been validly authorized and
executed by the applicable Trustee on behalf of the applicable Trust, the
Securities, when authenticated by the applicable Indenture Trustee, issued in
accordance with the provisions of the applicable Indenture, will constitute
valid and binding obligations of the applicable Trust enforceable in accordance
with their terms and entitled to the benefits of the applicable Indenture,
except that enforceability thereof may be subject to (a) bankruptcy, insolvency,
reorganization, moratorium or other similar laws now or hereafter in effect
relating to creditors' rights and (b) general principles of equity (regardless
of whether such enforceability is considered in a proceeding at law or in
equity).
I consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the caption "Legal
Matters" in the Prospectus included in the Registration Statement.
Very truly yours,
/s/ ROBERT S. LAVET
Robert S. Lavet
Senior Vice President
and General Counsel