SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): January 28, 2013
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (302) 283-8000
(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:
On January 28, 2013, Skadden, Arps, Slate, Meagher & Flom LLP delivered an opinion (the Opinion) to SLM Corporation (the Company) in connection with the public offering of (i) $500,000,000 aggregate principal amount of the Companys 3.875% Fixed Rate Medium Term Notes, Series A Due 2015 and (ii) $1,000,000,000 aggregate principal amount of the Companys 5.500% Fixed Rate Medium Term Notes, Series A Due 2023. The Opinion is being filed herewith, and thereby automatically incorporated by reference into the Companys 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.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.