Item 8.01 Other Events.

On September 12, 2012, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion (the "Opinion") to SLM Corporation (the "Company") in connection with the public offering of (i) $300,000,000 aggregate principal amount of the Company's 3.875% Fixed Rate Medium Term Notes, Series A Due 2015 and
(ii) $500,000,000 aggregate principal amount of the Company's 4.625% 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 September 12, 2012

---