EXHIBIT 8.1


                          Stroock & Stroock & Lavan LLP
                                 180 Maiden Lane
                          New York, New York 10038-4982





February 2, 2000


USA Group Secondary Market Services, Inc.
30 South Meridian Street
Indianapolis, Indiana 46204-3503


Ladies and Gentlemen:

We have acted as special counsel to USA Group Secondary  Market  Services,  Inc.
(the  "Company") in  connection  with the issuance by the SMS Student Loan Trust
2000-A (the  "Trust") of Floating  Rate Asset Backed Senior Notes in the initial
aggregate  principal amount of  $1,158,000,000  (the "Senior Notes") pursuant to
the Indenture (the  "Indenture")  dated as of January 1,  2000 between the Trust
and Bankers Trust Company as indenture  trustee (the "Indenture  Trustee").  The
Trust will also issue  pursuant  to the  Indenture  Floating  Rate Asset  Backed
Subordinate  Notes  in  the  aggregate  principal  amount  of  $42,000,000  (the
"Subordinate   Notes"  and  together  with  the  Senior  Notes,   the  "Notes").
Capitalized  terms not otherwise defined herein shall have the meanings assigned
to them in the Indenture.

As such counsel, we have examined copies of the Certificate of Incorporation and
Bylaws of the Company,  the Registration  Statement relating to the Senior Notes
on Form  S-3  filed  with the  Securities  and  Exchange  Commission  under  the
Securities  Act of 1933, as amended by Amendment No. 1 thereto,  the  Prospectus
dated  January 12, 2000 and the  Prospectus  Supplement  dated January 12, 2000,
relating to the Senior  Notes,  the  Indenture  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


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USA Group Secondary Market Services, Inc.
February 2, 2000

extent we deemed appropriate, upon representations,  statements and certificates
of officers and representatives of the Company and others. Our opinions are also
based  upon the  Internal  Revenue  Code of  1986,  as  amended,  administrative
rulings,   judicial  decisions,   Treasury   regulations  and  other  applicable
authorities.  The statutory  provisions,  regulations and  interpretations  upon
which our  opinion is based are  subject to change,  and any such  change  could
apply  retroactively.  In  addition,  there can be no assurance  that  positions
contrary to those  stated  herein may not be asserted  by the  Internal  Revenue
Service.

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  the
statements set forth in the  Prospectus  under the heading  "Federal  Income Tax
Consequences" and in the Prospectus Supplement under the heading "Federal Income
Tax and State Tax Consequences," to the extent they constitute matters of law or
legal  conclusions with respect thereto,  constitute our opinion with respect to
such matters.

We hereby  consent  to the  filing of this  opinion  as an  exhibit to a Current
Report on Form 8-K filed with the Securities and Exchange  Commission  under the
Securities Act of 1934, to the references to this firm in the Prospectus and the
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
Senior Notes 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
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STROOCK & STROOCK & LAVAN LLP