EXHIBIT 5.1


                          Stroock & Stroock & Lavan LLP
                                 180 Maiden Lane
                            New York, New York 10038


September 11, 2003



College Loan Corporation
College Loan Corporation Trust I
16855 W. Bernardo Dr., Suite 270
San Diego, CA 92127

Re:   College Loan Corporation
      College Loan Corporation Trust I
      REGISTRATION STATEMENT ON FORM S-3 (NO. 333-102791)

Gentlemen:

We have acted as special counsel to College Loan Corporation, a California
corporation (the "Company"), and College Loan Corporation Trust I, a Delaware
statutory trust (the "Trust"), in connection with the preparation of the
registration statement on Form S-3 (No. 333-102791) (the "Registration
Statement") relating to the proposed offering of notes (the "Notes") from time
to time in one or more series (each, a "Series") by the Trust. The Registration
Statement has been filed 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, each Series of Notes is to be issued under
and pursuant to the terms of a general indenture and a supplement thereto (each,
an "Agreement") between the Trust and an independent trustee (the "Trustee") to
be identified in the Prospectus Supplement for each Series of Notes.

As such counsel, we have examined copies of the Certificate of Incorporation and
By-Laws of the Company, the Registration Statement, the base Prospectus and a
form of the Prospectus Supplement included therein, the form of each Agreement,
and originals or copies of such other corporate minutes, records, agreements and
other instruments of the Company, certificates of public officials and other
documents and have made such examinations of law, as we have deemed necessary to
form the basis for the opinions hereinafter expressed. In our examination of
such materials, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the conformity to
original documents of all copies submitted to us. As to various questions of
fact material to such opinions, we have relied, to the extent we deemed
appropriate, upon representations, statements and certificates of officers and
representatives of the Company and others.

Attorneys involved in the preparation of this opinion are admitted to practice
law in the State of New York and we do not express any opinion herein concerning
any law other than the federal laws of the United States of America and the laws
of the State of New York.

Based upon and subject to the foregoing, we are of the opinion that:

     1. When the issuance, execution and delivery of each Series of Notes has
been authorized by all necessary action of the Company and the Trust in
accordance with the provisions of the related Agreement, and when such Notes
have been duly executed and delivered, authenticated by the Trustee and sold as
described in the Registration Statement, assuming that the terms of such Notes
are otherwise in compliance with applicable law at such time, such Notes will
constitute valid and binding obligations of the Trust in accordance with their
terms and the terms of the related Agreement. This opinion is subject to the
effect of bankruptcy, insolvency, moratorium, fraudulent conveyance and similar
laws relating to or affecting creditors' rights generally and court decisions
with respect thereto and we express no opinion with respect to the application
of equitable principles or remedies in any proceeding, whether at law or in
equity.

     2. The information in the Prospectus under the caption "Federal Income Tax
Consequences," and in the form of Prospectus Supplement contained as part of the
Registration Statement under the caption "Risk Factors -- Federal income tax
considerations," to the extent that it constitutes matters of law or legal
conclusions, sets forth our opinion with respect to the material Federal income
tax consequences of an investment in the Notes.

We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement, to the references to this firm in the Prospectus and
each related Prospectus Supplement which forms a part of the Registration
Statement and to the filing of this opinion as an exhibit to any application
made by or on behalf of the Company or any dealer in connection with the
registration of the Securities under the securities or blue sky laws of any
state or jurisdiction. In giving such consent, we do not admit hereby that we
come within the category of persons whose consent is required under Section 7 of
the Act or the Rules and Regulations of the Commission thereunder.

Very truly yours,

/s/ Stroock & Stroock & Lavan LLP

STROOCK & STROOCK & LAVAN LLP