EXHIBIT 8.1

                [LETTERHEAD OF CADWALADER, WICKERSHAM & TAFT LLP]



                                 August 10, 2004


SLC Student Loan Receivables I, Inc.
750 Washington Boulevard, 9th Floor
Stamford, Connecticut 06901


            Re:   Registration Statement on Form S-3

Ladies and Gentlemen:

      We have acted as special tax counsel SLC Student Loan Receivables I, Inc.
(the "Depositor") in connection with the preparation of its registration
statement on Form S-3 (the "Registration Statement") relating to the issuance
from time to time in one or more series (each, a "Series") of student loan
asset-backed securities (the "Securities"), either as notes (the "Notes") or
certificates (the "Certificates"), that are registered on such Registration
Statement. The Registration Statement is being filed today with the Securities
and Exchange Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Act"). As set forth in the Registration Statement, the Notes will
be issued under an indenture (the "Indenture") among the Issuer, an indenture
trustee (an "Indenture Trustee"), an indenture administrator and an eligible
lender trustee, and, if applicable, such other parties to be identified in the
Prospectus Supplement for such Series. The Certificates will be issued under a
trust agreement (the "Trust Agreement") among the Depositor and an owner
trustee.

      The Notes are described in the prospectus contained in the Registration
Statement (the "Prospectus"). Each series of Securities will be more
particularly described in a supplement to the Prospectus (each, a "Prospectus
Supplement").

      We have examined and relied upon all statements, facts, representations
and covenants in the Registration Statement and the Indenture. We have assumed
that all such documents are complete and authentic and have been duly
authorized, executed and delivered, that all statements, facts, representations
and covenants made therein are and remain true (without regard to any
qualifications stated therein and without undertaking to verify such statements,
facts and representations by independent investigations), that the respective
parties thereto and all parties referred to therein will act in all respects at
all relevant times in conformity with the requirements and provisions of such
documents, and that none of the terms and conditions contained therein has been
or will be waived or modified in any respect. In particular, we note that,
pursuant to the Indenture, the Issuer, the Indenture Trustee and each Noteholder
agree to treat the Notes as debt for federal income tax purposes.

      As to any material facts that are not known to us, we have relied upon
statements and representations of officers and other representatives of the
Issuer and the Indenture Trustee, and




of public officials. We have not undertaken any independent investigation
(including, without limitation, conducting any review, search or investigation
of any public files, records or dockets) to determine the existence or absence
of any relevant facts, and no inference as to our knowledge concerning such
facts should be drawn from our reliance on the representations of the Issuer,
the Indenture Trustee and of public officials in connection with the preparation
and delivery of this letter.

      We have advised the Issuer with respect to certain federal income tax
consequences of the proposed issuance of the Notes. This advice is summarized
under the heading "U.S. Federal Income Tax Consequences" in the Prospectus, as
may be modified in the summary contained under the heading "U.S. Federal Income
Tax Consequences" in the Prospectus Supplements, all of which are part of the
Registration Statement. The summary in the Prospectus does not purport to
discuss all possible federal income tax consequences of the issuance of the
Notes or the federal income tax consequences to all possible investors in the
Notes but, to the extent the summary purports to discuss certain federal income
tax laws of the United States relating to the Notes, in our opinion, the summary
constitutes a fair summary of the principal U.S. federal income tax consequences
of the purchase, beneficial ownership and disposition of the Notes, based on
current law. Accordingly, we hereby confirm the opinions expressly set forth
under the above quoted heading in the Prospectus, as representing our opinions
as to certain material federal income tax consequences of the purchase ownership
and disposition of the Notes, subject to any modifications in the Prospectus
Supplements, and all subject to qualifications stated herein or therein. There
can be no assurance, however, that contrary positions will not be taken by the
Internal Revenue Service or that the law will not change.

      Our advice and opinions are based on the Internal Revenue Code of 1986, as
amended (the "Code"), applicable Treasury regulations, and rulings and decisions
thereunder, each as in effect on the date hereof, and may be affected by
amendments to the Code or to Treasury regulations thereunder or by subsequent
judicial or administrative interpretations thereof. We expressly disclaim any
obligation or undertaking to update or modify this letter as a consequence of
any future changes in applicable laws or Treasury regulations or the facts
bearing upon this opinion letter, any of which could affect our conclusions. We
express no opinion other than as to the federal income tax laws of the United
States of America.

      Each Prospectus Supplement pertaining to a specific series is to be
completed subsequent to the date of this letter. Accordingly, we have not
examined any Prospectus Supplement relating to any specific series to be issued,
and our advice and opinion do not address the contents of any such Prospectus
Supplement except as and to the extent that the provisions of same may be
described in the Prospectus. We understand that each Prospectus Supplement will
contain a discussion of any material federal income tax consequences pertaining
to the series to be offered thereunder which are not addressed in the
Prospectus.

      We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the references to this firm under each of the
above quoted headings in the Prospectus and Prospectus Supplements forming a
part of the Registration Statement, without implying or admitting that we are
"experts" within the meaning of the Act or the rules and regulations of the
Commission issued thereunder, with respect to any part of the Registration
Statement, including this exhibit.


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                                    Very truly yours,


                                    /s/ Cadwalader, Wickersham & Taft LLP


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