8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): July 25, 2012

SLM Funding LLC

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	333-166301	04-3480392
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2001 Edmund Halley Drive, V2053, Reston, Virginia		20191
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 703 984-5858

Not Applicable

___________________________________________

Former name or former address, if changed since last report

SLM Student Loan Trust 2011-3

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	333-166301-04	57-1176559
_____________________  (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
c/o Deutsche Bank Trust Company Americas 60 Wall Street, 60th Floor Mail Stop NYC60-2720 New York, New York		10005
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 703 984-5858

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01                 Financial Statements and Exhibits

In connection with the closing of SLM Student Loan Trust 2011-3 Floating Rate Class B Notes (the "Notes"), certain opinions of Bingham McCutchen LLP, Richards, Layton & Finger, P.A. and Shearman & Sterling LLP relating to due authorization, enforceability and the legality of the Notes and to various tax matters are attached.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.
	5.1   Opinion of Bingham McCutchen LLP, as to legality of the Notes
	5.2   Opinion of Richards, Layton & Finger, P.A., as to due authorization and enforceability of the Notes
	8.1   Opinion of Shearman & Sterling LLP, as to various tax matters
	23.1   Consent of Bingham McCutchen LLP (included in Exhibit 5.1)
	23.2   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
	23.3   Consent of Shearman & Sterling LLP (included in Exhibit 8.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	By:  SLM FUNDING LLC
Dated:  July 25, 2012	By:   /s/ MARK D. REIN
	Name:  Mark D. Rein
	Title:    Vice President

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Bingham McCutchen LLP dated July 25, 2012 as to legality of the Notes
5.2	Opinion of Richards, Layton & Finger, P.A., as to due authorization and enforceability of the Notes
8.1	Opinion of Shearman & Sterling LLP dated July 25, 2012 as to various tax matters
23.1	Consent of Bingham McCutchen LLP (included in Exhibit 5.1)
23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.3	Consent of Shearman & Sterling LLP (included in Exhibit 8.1)

EX-5.1

[LETTERHEAD OF BINGHAM MCCUTCHEN LLP]

July 25, 2012

SLM Funding LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

Re:  SLM Student Loan Trust 2011-3, Class B Student Loan-Backed Notes

Ladies and Gentlemen:

We have acted as special counsel to SLM Funding LLC, a Delaware limited liability company (the “Depositor”), in connection with the sale by the Depositor and the purchase by the RBS Securities Inc. (the “Underwriter”) of $24,000,000 aggregate principal amount of Class B Notes (the “Notes”) pursuant to the terms of the Underwriting Agreement, dated July 23, 2012 (the “Underwriting Agreement”), among the Depositor, SLM Education Credit Finance Corporation (“SLM ECFC”), SLM Corporation and the Underwriter.

In connection with the issuance and sale of the Notes, the Depositor has prepared a prospectus, dated April 23, 2012 (the “Base Prospectus”), a prospectus supplement, dated November 10, 2011 (the “ProspectusSupplement”), and a supplement to prospectus supplement, dated July 23, 2012 (the “Supplement” and together with the Prospectus Supplement, the “Disclosure Materials”).  In this opinion letter, the Disclosure Materials and the Base Prospectus, including any documents and other information incorporated therein by reference, each in the form prepared for use by the Underwriter in confirming sales of the Notes, are together called the “Prospectus.”  SLM Student Loan Trust 2011-3 (the “Trust”)was formed pursuant to the short-form trust agreement, dated as of January 11, 2011, among the Depositor, The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware Trustee”), as amended and restated pursuant to an Amended and Restated Trust Agreement, dated as of November 18, 2011 (the “Trust Agreement”) among the Depositor, Deutsche Bank Trust Company Americas, as successor to The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee (the “Eligible Lender Trustee”), the Delaware Trustee and Deutsche Bank National Trust Company, as successor to Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”) acting as excess distribution certificate paying agent and excess distribution certificate registrar.

SLM Funding LLC

July 25, 2012

Page 2

The Depositor has filed with the Securities and Exchange Commission a registration statement on Form S-3 (File No. 333-166301) for the registration of the Notes and certain other securities pursuant to the Securities Act of 1933, as amended (the “Securities Act”).  In this opinion letter, the foregoing registration statement, as so amended, at its effective date, including any documents and other information incorporated therein by reference, is called the “Registration Statement.”  The Registration Statement was declared effective on September 10, 2010.  As set forth in the Prospectus, the Notes were issued under and pursuant to an Indenture, dated as of November 18, 2011 (as amended and supplemented from time to time, the “Indenture”), among the Trust, the Eligible Lender Trustee and the Indenture Trustee.  Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus other than as to the entitlement of the Notes to the benefits of the Indenture and their enforceability against the Trust in accordance with their terms.

As such counsel, we have examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of SLM Corporation, the Depositor, SLM ECFC and Sallie Mae, Inc. as we consider appropriate.  As to all matters of fact, we have entirely relied upon certificates of officers of SLM Corporation, the Depositor, SLM ECFC and Sallie Mae, Inc. and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates.  In connection with this opinion, we have also examined and relied upon the Registration Statement and the Prospectus.  In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.

Each opinion set forth below relating to the binding effect of the Notes is subject to the following general qualifications:

(i)   the enforceability of any obligation of the Trust or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and

SLM Funding LLC

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(ii)   the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

This opinion letter is limited solely to the internal, substantive laws of the State of New York as applied by courts located in New York without regard to choice of law.

Based upon and subject to the foregoing, we are of the opinion that, assuming the Notes have been duly authorized by all requisite statutory trust action on the part of the Trust, have been executed by the Eligible Lender Trustee and have been authenticated by the Indenture Trustee in accordance with the Indenture, and will be delivered against payment in accordance with the Underwriting Agreement, such Notes will be entitled to the benefits of the Indenture and enforceable against the Trust in accordance with their terms.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the heading “Legal Matters” in the Base Prospectus and in the Disclosure Materials.  In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Securities Act.

Very truly yours,

/s/ Bingham McCutchen LLP

BINGHAM McCUTCHEN LLP

EX-5.2

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

July 25, 2012

To Each Of The Persons Listed

 On Schedule A Attached Hereto

Re: SLM Student Loan Trust 2011-3

Ladies and Gentlemen:

We have acted as special Delaware counsel to SLM Student Loan Trust 2011-3 (the “Trust”), a Delaware statutory trust created pursuant to the Trust Agreement, dated as of January 11, 2011, among SLM Funding LLC, a Delaware limited liability company, as depositor (the “Depositor”), The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware Trustee”), as amended and restated by the Amended and Restated Trust Agreement, dated as of November 18, 2011 (as amended and restated, the “Trust Agreement”), among the Depositor, Deutsche Bank Trust Company Americas, as successor to The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee (the “Eligible Lender Trustee”), the Delaware Trustee and Deutsche Bank National Trust Company, as successor to Deutsche Bank Trust Company Americas, as indenture trustee (the “Indenture Trustee”), acting as excess distribution certificate paying agent and excess distribution certificate registrar.    Capitalized terms used herein and not otherwise defined are used as defined in Appendix A to the Indenture (as defined below), except that reference herein to any document shall mean such document as in effect on the date hereof.

We have examined originals or copies of the following documents:

(a) The Trust Agreement;

(b) The Funding Interim Trust Agreement, dated as of November 18, 2011, between the Depositor and Deutsche Bank Trust Company Americas, as successor to The Bank of New York Mellon Trust Company, National Association, as interim eligible lender trustee (the “Interim Eligible Lender Trustee”);

(c) The Bluemont Funding Interim Trust Agreement, dated as of November 18, 2011, between Bluemont Funding LLC and the Bluemont Funding Eligible Lender Trustee;

To Each Of The Persons Listed

 On Schedule A Attached Hereto

July 25, 2012

Page 2

(d) The Town Center Funding Interim Trust Agreement, dated as of November 18, 2011, between Town Center Funding LLC and the Town Center Funding Eligible Lender Trustee;

(e) The Town Hall Funding Interim Trust Agreement, dated as of November 18, 2011, between Town Hall Funding LLC and the Town Hall Funding Eligible Lender Trustee;

(f) The VL Funding Interim Trust Agreement, dated as of November 18, between VL Funding LLC and the VL Funding Eligible Lender Trustee (the items listed in (b) through (f) above are hereinafter collectively referred to as the “Interim Trust Agreements”);

(g) The Indenture, dated as of November 18, 2011 (the “Indenture”), among the Trust, as the issuer, the Eligible Lender Trustee and the Indenture Trustee;

(h) The Administration Agreement, dated as of November 18, 2011, among Sallie Mae, Inc., as administrator (the “Administrator”), the Depositor, the Trust, the Master Servicer, the Indenture Trustee and the Eligible Lender Trustee;

(i) The Servicing Agreement, dated as of November 18, 2011, by and among the Master Servicer, the Administrator, the Trust, the Indenture Trustee, and the Eligible Lender Trustee;

(j) The Subservicing Agreement;

(k) The Sale Agreement, dated as of November 18, 2011, among the Eligible Lender Trustee on behalf of the Trust, the Trust, the Interim Eligible Lender Trustee and the Depositor (the items listed in (g) through (k) above are hereinafter collectively referred to as the “Trust Documents”);

(l) A form of the Notes (the “Notes”);

(m) A form of the Excess Distribution Certificate (the “Certificate”);

(n) A certificate of the Eligible Lender Trustee;

(o) A certified copy of the certificate of trust of the Trust which was filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on January 11, 2011 (the “Certificate of Trust”); and

(p) A Certificate of Good Standing for the Trust, dated July 24, 2012, obtained from the Secretary of State.

To Each Of The Persons Listed

 On Schedule A Attached Hereto

July 25, 2012

Page 3

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 the foregoing and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth below, we advise you that, in our opinion:

1.           The Trust has been duly formed and is validly existing as a statutory trust under Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”), and has the power and authority under the Trust Agreement and the Act to execute, deliver and perform its obligations under the Trust Documents.

2.           The Trust has the power and authority under the Act and the Trust Agreement to execute and deliver the Trust Documents, to issue the Notes and the Certificate, to grant the Collateral to the Indenture Trustee as security for the Notes and to perform its obligations under each of said documents.

3.           The Trust has duly authorized the Certificate and the Notes, and when the Certificate has been duly executed and authenticated by the Eligible Lender Trustee and delivered upon the order of the Depositor in accordance with the Trust Agreement, the Certificate will be validly issued and entitled to the benefits of the Trust Agreement.

4.           The Trust Documents, the Notes and the Certificate have been duly authorized by the Trust.

5.           The Trust Agreement is a legal, valid and binding obligation of the Depositor, the Eligible Lender Trustee and the Delaware Trustee, enforceable against the Depositor, the Eligible Lender Trustee and the Delaware Trustee, in accordance with its terms.

6.           The Interim Trust Agreements are each legal, valid and binding obligations of the Depositor, the Eligible Lender Trustee, the Interim Eligible Lender Trustee,  the Bluemont Funding Eligible Lender Trustee, the Town Center Funding Eligible Lender Trustee, the Town Hall Funding Eligible Lender Trustee and the VL Funding Eligible Lender Trustee, respectively, each enforceable against the Depositor, the Eligible Lender Trustee, the Interim Eligible Lender Trustee, the Bluemont Funding Eligible Lender Trustee, the Town Center Funding Eligible Lender Trustee, the Town Hall Funding Eligible Lender Trustee and the VL Funding Eligible Lender Trustee, respectively, in accordance with their respective terms.

7.           Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of any of the transactions contemplated thereby,

To Each Of The Persons Listed

 On Schedule A Attached Hereto

July 25, 2012

Page 4

requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust with the Secretary of State.

8.           Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

9.           To our knowledge, without independent investigation, there are no pending or threatened actions, suits or proceedings affecting the Trust before any court or other government authority of the State of Delaware which, if adversely decided, would materially and adversely affect the ability of the Trust to carry out the transactions contemplated by the Trust Documents.

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

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 currently in effect.  We express no opinion with respect to (i) federal laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended, (ii) state securities or blue sky laws or (iii) laws relating to the particular nature of the Trust assets.

B.           We have assumed (i) except to the extent provided in paragraph 1 above, the valid existence of each party to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 1 above, that each party has the power and authority to execute and deliver, and to perform its obligations under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent provided in paragraphs 2, 3 and 4 above, that each party has duly authorized, executed and delivered the documents examined by us, (v) that the Trust Agreement and the Interim Trust Agreements, respectively, each constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the creation, operation and termination of the Trusts created thereby, and that the Trust Agreement, the Interim Trust Agreements and the Certificate of Trust for the Trust are in full force and effect and have not been amended, (vi) except to the extent provided in paragraphs 7 and 8 above, that the execution, delivery and performance of the documents examined by us by each of the parties thereto does not and will not violate or require any consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action under, any agreement, indenture or instrument to which it is a party or by which it is bound or any provision

To Each Of The Persons Listed

 On Schedule A Attached Hereto

July 25, 2012

Page 5

of any law, rule, regulation, judgment, order, writ, injunction or decree of any court or governmental authority applicable to it or any of its property, (vii) that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a Delaware trustee as required by the Act and the filing of documents with the Secretary of State) or employees in the State of Delaware, (viii) that the application of the laws of the State of Delaware to the Interim Trust Agreements would not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) that (a) would be the jurisdiction of applicable law in the absence of an effective choice of law and (b) has a materially greater interest than the State of Delaware in the determination of a particular issue relating to the Interim Trust Agreements, and (ix) the transactions described in and relating to the Interim Trust Agreements have a substantial, reasonable and material relationship with the State of Delaware and there is a reasonable basis for the choice of the laws of the State of Delaware to govern the Interim Trust Agreements.

C.           The foregoing opinions regarding enforceability are subject to (i) applicable bankruptcy, insolvency, moratorium, liquidation, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) applicable public policy with respect to the enforceability of provisions relating to indemnification or contribution and (iv) judicial imposition of an implied covenant of good faith and fair dealing.

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

E.           We express no opinion as to the creation, attachment, perfection or priority of any mortgage or security interest or the nature or validity of title to any property.

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

G.           Notwithstanding any provision in the Trust Agreement or any Trust Document to the contrary, we note that upon the occurrence of an event of dissolution of the Trust, the Trust cannot make any payments or distributions to the beneficial owners of the Trust until creditors' claims are either paid in full or reasonable provision for payment thereof has been made.

H.           With respect to the enforceability of the Trust Agreement, we express no opinion as to the enforceability of provisions that purport to (i) restrict any right that a party may have to apply for a judicial dissolution of the Trust, (ii) impose transfer restrictions on the Certificateholders to the extent that a transfer occurs by operation of law or (iii) bind a Person that is not a party to the Trust Agreement.

To Each Of The Persons Listed

 On Schedule A Attached Hereto

July 25, 2012

Page 6

I.           In basing the opinions set forth herein on “our knowledge,” the words “our knowledge” signify that no information has come to the attention of the attorneys in the firm who are directly involved in the representation of the Trust in this transaction that would give us actual knowledge that any such opinions are not accurate. Except as otherwise stated herein, we have undertaken no independent investigation or verification of such matters.

This opinion may be relied upon by you in connection with the matters set forth herein.  Otherwise, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose. We also hereby consent to the filing of this opinion with the Securities and Exchange Commission (the “Commission”) as an exhibit to a Form 8-K to be incorporated by reference into the registration statement on Form S-3 (File No. 333-166301) filed with the Commission pursuant to the Securities Act of 1933, as amended, and declared effective on September 10, 2010 (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 Commission thereunder.

Very truly yours,

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

EAM/MFC/rmc

SCHEDULE A

SLM Funding LLC

EX-8.1

[LETTERHEAD OF SHEARMAN & STERLING LLP]

July 25, 2012

The Persons Listed on

Schedule I Hereto

SLM Student Loan Trust 2011-3:  Class B Notes

Ladies and Gentlemen:

You have requested our opinion as to certain tax consequences related to the issuance and sale of the Class B Notes (the “Notes”) by the SLM Student Loan Trust 2011-3 (the “Trust”).  The Trust is a Delaware statutory trust that was formed pursuant to the short-form trust agreement, dated as of January 11, 2011, among SLM Funding LLC, a Delaware limited liability company (the “Company”), The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee, and BNY Mellon Trust of Delaware, as Delaware trustee (the “Delaware Trustee”), as amended and restated by the amended and restated trust agreement, dated as of November 18, 2011 (collectively, the “Trust Agreement”), among the Company, Deutsche Bank Trust Company Americas, as successor to The Bank of New York Mellon Trust Company, National Association, as eligible lender trustee (the “Eligible Lender Trustee”), the Delaware Trustee and Deutsche Bank National Trust Company, as successor to Deutsche Bank Trust Company Americas, a New York banking corporation, as indenture trustee (the “Indenture Trustee”).  Capitalized terms used herein and not otherwise defined are used as defined in the indenture, dated as of November 18, 2011 (the “Indenture”), by and among the Trust, the Eligible Lender Trustee and the Indenture Trustee, including, without limitation, Appendix A thereto.

In connection with the issuance and sale of the Notes, we have participated in the preparation of the base prospectus, dated April 23, 2012 (the “Base Prospectus”), the prospectus supplement, dated November 10, 2011 (the “Prospectus Supplement”), the supplement to the Prospectus Supplement, dated July 23, 2012 (the “Supplement”), a ratings free writing prospectus, dated July 23, 2012 (the “Ratings FWP”)and the Registration Statement on Form S-3 (File No. 333-166301), filed with the Securities and Exchange Commission (the “SEC”) and as declared effective on September 10, 2010 (the “Effective Date”) (such Registration Statement, as amended, the “Registration Statement”).

Our opinion is based on an examination of the following documents:

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Page 2

(i)   the Base Prospectus;

(ii)   the Prospectus Supplement;

(iii)   the Supplement;

(iv)   the Ratings FWP;

(v)   the Registration Statement;

(vi)   the Trust Agreement;

(vii)   the Funding Interim Trust Agreement;

(viii)   the Bluemont Funding Interim Trust Agreement;

(ix)   the Town Center Funding Interim Trust Agreement;

(x)   the Town Hall Funding Interim Trust Agreement;

(xi)   the VL Funding Interim Trust Agreement;

(xii)   the SLM ECFC Purchase Agreement;

(xiii)   the Bluemont Funding Purchase Agreement;

(xiv)   the Town Center Funding Purchase Agreement;

(xv)   the Town Hall Funding Purchase Agreement;

(xvi)   the VL Funding Purchase Agreement;

(xvii)   the Sale Agreement;

(xviii)   the Servicing Agreement;

(xix)   the ACS-ES Subservicing Agreement;

(xx)   the Administration Agreement; and

(xxi)   the Indenture.

We have also examined such other documents, instruments, e-mails and other correspondence and information related to or incidental to the transactions covered by the Base Prospectus, the Prospectus Supplement, the Supplement and the Ratings FWP as we have considered necessary

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Page 3

as a basis for our opinion.  Our opinion assumes that all facts stated or assumed and all representations contained in the foregoing documents are correct and that the parties thereto have complied and will comply with the terms thereof.

Our opinion is based, in addition to the foregoing, upon the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations, the European Union Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “Directive”) and other applicable authorities.  The statutory provisions, regulations and interpretations and the Directive upon which our opinion is based are subject to change, and such changes could apply retroactively.  In addition, there can be no assurance that positions contrary to those stated in our opinion will not be asserted by the Internal Revenue Service (the “IRS”) or another relevant taxing authority, or sustained, if asserted.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals or copies and the conformity to original documents of all documents submitted to us as copies.  We have also assumed that all forms relating to U.S. federal income tax, whether filed with the IRS or delivered to parties in the transaction, have been and will be timely filed and are true, correct, validly executed and are in full compliance with applicable law.  As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon statements, representations and certifications of officers and other representatives of the Company and others.

Based upon the foregoing, we are of the opinion that:

(i)Upon the sale pursuant to the Supplement, the Notes will constitute indebtedness for U.S. federal income tax purposes.

(ii)Upon the sale pursuant to the Supplement, the Notes will be treated as newly issued debt instruments for U.S. federal income tax purposes.

(iii)For U.S. federal income tax purposes, the Trust does not constitute a publicly traded partnership, and, on the assumption that the Trust has not elected affirmatively to be classified as an association, the Trust does not constitute an association taxable as a corporation.

(iv)The statements set forth under the captions “Summary of Terms — Tax Status” and “U.S. Federal Income Tax Consequences” in the Supplement, under the captions “Summary of Terms — Tax Considerations” and “U.S. Federal Income Tax Consequences” in the Prospectus Supplement and under the captions “Prospectus Summary — Tax Considerations,” “U.S. Federal Income Tax Consequences,” “European Union Directive on the Taxation of Savings Income,” “State Tax Consequences” and “Appendix L — Global Clearance, Settlement and Tax Documentation Procedures” in the Base Prospectus, to the extent that they constitute matters of law or legal conclusions with respect thereto, have been prepared or reviewed by us and are correct in all material respects.

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(v)The statements set forth under the captions “Summary of Terms — Tax Status” and “U.S. Federal Income Tax Consequences” in the Supplement, under the captions “Summary of Terms — Tax Considerations” and “U.S. Federal Income Tax Consequences” in the Prospectus Supplement and under the captions “Prospectus Summary — Tax Considerations,” “U.S. Federal Income Tax Consequences,” “European Union Directive on the Taxation of Savings Income,” “State Tax Consequences” and “Appendix L — Global Clearance, Settlement and Tax Documentation Procedures” in the Base Prospectus comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, and we do not know of any amendment to the Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Base Prospectus or required to be described in the Registration Statement, the Base Prospectus, the Prospectus Supplement or the Supplement which are not filed or incorporated by reference or described as required.

In the course of the preparation by the Company of the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Supplement and the Ratings FWP, we have participated in telephone conferences and conversations concerning the information contained in such documents with certain officers and other representatives of the Trust, the Company, Bluemont Funding, Town Center Funding, Town Hall Funding, VL Funding and SLM ECFC, and other parties to the transactions to which this opinion letter pertains, but, except to the extent described in the two preceding paragraphs, we have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified that information.  Although we do not pass upon or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Supplement and the Ratings FWP on the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to herein, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Registration Statement, the Base Prospectus, the Prospectus Supplement, the Supplement and the Ratings FWP which causes us to believe that, as of its Effective Date or as of the date hereof, the Registration Statement, as related to matters opined herein, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that, as of their dates or as of the date hereof, the Base Prospectus, the Prospectus Supplement, the Supplement and the Ratings FWP as related to matters opined upon herein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

We express no opinion with respect to the matters addressed in this opinion other than as set forth above.  We also do not address tax compliance issues and tax form-filing requirements, and we disclaim all responsibility relating to such issues and requirements.  This opinion is solely for

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the benefit of the addressees hereof and their permitted successors and assigns, and is not to be relied upon for any purpose by any other person or entity.  We do not express any opinions herein as to matters governed by the law of any jurisdiction other than the federal law of the United States of America expressly referred to herein and, to the extent specified, the Directive.  Our opinion speaks only as of the date hereof.  Furthermore, we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.

We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Base Prospectus, the Prospectus Supplement and the Supplement without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the SEC issued thereunder with respect to any part of the Base Prospectus.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.  Furthermore, copies of this opinion may be posted by the Trust or the Administrator to a pass-word protected website accessible by any nonhired “nationally recognized statistical rating organization” (an “NRSRO”) that provides to the Trust or the Administrator the certification required by subsection (e) of Rule 17g-5 under the Securities Exchange Act of 1934, as amended (or any successor provision to such subsection) (“Rule 17g-5”), and which NRSRO agrees to keep this opinion letter confidential as contemplated by Rule 17g-5; provided, that no such NRSRO will be entitled to rely on this opinion letter, and each such NRSRO, by accessing a copy of this opinion letter, will be deemed to have agreed to comply with the terms of this sentence and not to provide copies of this opinion letter to any other person.

Very truly yours,

/s/ Shearman & Sterling LLP

ACG

KMG

MJL

July 25, 2012

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Schedule I

SLM Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   SLM Education Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Sallie Mae, Inc. 2001 Edmund Halley Drive Reston, Virginia 20191   Bluemont Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   Town Center Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   Town Hall Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   VL Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   Deutsche Bank Trust Company Americas 60 Wall Street, 27th Floor Mailstop NYC60 2720 New York, New York 10005 Deutsche Bank National Trust Company 100 Plaza One Jersey City, New Jersey 07311   RBS Securities Inc. 600 Washington Boulevard Stamford, Connecticut 06901   Fitch Ratings One State Street Plaza, 32nd Floor New York, New York 10004   Moody’s Investors Service, Inc. ABS Monitoring Department 7 World Trade Center 250 Greenwich Street New York, New York 10007