Item 8.01 Other Events.

On June 18, 2012, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion (the "Opinion") to SLM Corporation (the "Company") in connection with the public offering of $350,000,000 aggregate principal amount of the Company's 6.00% Fixed Rate Medium Term Notes, Series A Due 2017. The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Company's Registration Statement on Form S-3 (No. 333-178087), in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits.

5.1 Opinion of Skadden, Arps, Slate, Meagher & Flom LLP, dated June 18, 2012

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