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                                                                     EXHIBIT 8.2


                                January 25, 1999

Key Bank USA, National Association 
127 Public Square
Cleveland, Ohio 44114


               RE:  KEYCORP STUDENT LOAN TRUST 1999-A
                    FLOATING RATE ASSET BACKED NOTES
                    AND FLOATING RATE ASSET BACKED CERTIFICATES


Ladies & Gentlemen:

     We have been retained by KeyCorp Student Loan Trust 1999-A (the "Trust") 
and Key Bank USA, National Association ("Key Bank") as special Pennsylvania tax 
counsel to render an opinion as to certain Pennsylvania tax consequences in 
connection with the issuance and sale of Floating Rate Asset Backed Notes (the 
"Notes"), to be issued pursuant to the Indenture, dated as of January 1, 1999, 
between the Trust and Bankers Trust Company, as Trustee; and the issuance and 
sale of Floating Rate Asset Backed Certificates (the "Certificates") to be 
issued pursuant to the Amended and Restated Trust Agreement, dated as of 
January 1, 1999, between Key Bank and The First National Bank of Chicago, as 
Eligible Lender Trustee.

     In rendering this opinion, we have examined the preliminary Prospectus 
(the "Prospectus") included as part of the Registration Statement on Form S-3 
(Registration No.: 333-58073), as amended, as filed with the Securities and 
Exchange Commission (the "Registration Statement"), the Pennsylvania Tax Reform 
Code of 1972, as amended (the "Code"), Regulations promulgated under the Code, 
Pennsylvania Department of Revenue rulings, judicial decisions, and such other 
documents, records, and questions of law, as we have deemed necessary or 
appropriate for the purposes of this opinion. All capitalized terms used herein 
and not otherwise defined have the respective meanings specified in the 
Prospectus.

     Based upon our examination of the Prospectus and subject to the 
assumptions, exceptions, limitations and qualifications set forth in said 
Prospectus and herein, if the transactions are consummated in accordance with 
the terms of the Prospectus (and without any waiver, breach or amendment of any 
of the provisions thereof), we are of the opinion that the statements set forth 
in the Prospectus under the headings "Pennsylvania Income and Franchise Tax 
Consequences with Respect to the Notes" and "Pennsylvania Income and Franchise 
Tax Consequences with Respect to the Certificates" as attached hereto and 
incorporated herein by
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Key Bank USA, National Association

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reference accurately reflect our opinion.

     This opinion is based on the Code, Regulations promulgated under the Code, 
Pennsylvania Department of Revenue rulings, judicial decisions, and the 
applicable authority, all as in effect on the date of this opinion. The legal 
authorities on which this opinion is based may be changed at any time. Any 
such changes may be retroactively applied and could modify the opinions 
expressed above. This opinion is limited solely to the Pennsylvania state tax 
consequences of the Notes and Certificates set forth in the Prospectus and does
not address any other tax consideration under foreign, federal, local or other 
Pennsylvania law.

     We hereby consent to the references in the Prospectus to the fact that 
this opinion has been rendered and will be included as an exhibit to the 
Registration Statement. We undertake no responsibility to update this opinion.

     This opinion is being furnished to you specifically in connection with the
Notes and Certificates being offered under the Prospectus, and solely for your 
information and benefit. It may not be relied on by you in any other connection,
and it may not be relied on by any other person for any purpose. This opinion 
may not be assigned, used or quoted, other than in the Prospectus, without our 
prior written consent.


                              Very truly yours,



                              KIRKPATRICK & LOCKHART LLP