Exhibit 8.2

                 [LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]


                              ____________ __, 2002

To The Parties Listed on
 Schedule A Attached Hereto

                  Re: SLM Private Credit Student Loan Trust 200__ -___Ladies
and Gentlemen:

                  We have acted as special Delaware tax counsel to SLM Private
Credit Student Loan Trust 200_-__ (the "Trust"), to be formed under a Trust
Agreement (the "Trust Agreement"), between SLM Education Credit Funding LLC, a
Delaware limited liability company, and Chase Manhattan Bank USA, National
Association, a national banking association. This opinion is being delivered to
you at your request. Capitalized terms used herein and not otherwise defined are
used as defined in, or by reference to, the Trust Agreement.

                  We have examined forms of the following documents:

                  (a)   The Trust Agreement;

                  (b)   The Indenture;

                  (c)   The Administration Agreement;

                  (d)   The Sale Agreement;

                  (e)   The Servicing Agreement;

                  (f)   The Notes;

                  (g)   The Certificates; and

                  (h)   The certificate of trust of the Trust to be filed with
                        the Secretary of State of the State of Delaware.

We have not reviewed any documents other than the foregoing documents for
purposes of rendering our opinions as expressed herein, and we have assumed that
there exists no provision of any such other document that bears upon or is
inconsistent with our opinions as expressed herein. We have conducted no
independent factual investigation of our own but have relied solely upon the
foregoing documents, the statements and information set forth therein and the
additional matters recited or assumed herein, all of which we have assumed to be
true, complete and accurate in all material respects.



                  Based upon and subject to the foregoing and subject to the
assumptions, qualifications and limitations set forth herein below, it is our
opinion that:

                  Assuming that the Trust will not be classified as an
association (or publicly traded partnership) taxable as a corporation and the
Notes will be classified as debt for federal income tax purposes, then for
purposes of Delaware taxation (i) the Trust will not be classified as an
association (or publicly traded partnership) taxable as a corporation and will
not be subject to income tax, (ii) the Notes will be classified as debt and
(iii) Noteholders and Certificateholders that are not otherwise subject to
Delaware taxation on income will not be subject to Delaware income tax solely as
a result of their ownership of the Notes or the Certificates.

                  The foregoing opinions are subject to the following
assumptions, qualifications and limitations:

                  A. We are admitted to practice law in the State of Delaware
and we do not hold ourselves out as being experts on the law of any other
jurisdiction. The foregoing opinions are limited to the laws of the State of
Delaware (excluding securities laws) currently in effect. We have not considered
and express no opinion on the laws of any other state or jurisdiction, including
federal laws or rules and regulations thereunder.

                  B. We have assumed that all signatures on documents submitted
to us are genuine, that all documents submitted to us as originals are authentic
and that all documents submitted to us as copies or specimens conform with the
originals, which facts we have not independently verified.

                  C. We have not participated in the preparation of any offering
materials with respect to the Notes and the Certificates and assume no
responsibility for their contents.

                  This opinion is rendered solely for your benefit in connection
with the matters addressed herein and, without our prior written consent, may
not be relied upon by or furnished to any person or entity for any purpose.

                  We also hereby consent to the use of this opinion as an
exhibit to the Registration Statement relating to the Notes and the Certificates
and to the use of our name under the heading "Legal Matters" in the Prospectus
filed as part of the Registration Statement. In giving the foregoing consent, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.

                                             Very truly yours,




                                             /s/ Richards, Layton & Finger, P.A.