UNITED
STATES SECURITIES AND EXCHANGE COMMISSION
 Washington, DC 20549
 
 FORM 10-K
 (Mark One)
 þ
    
    Annual report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For
the fiscal year ended December 31, 2008 or
 o
    
    Transition report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
 For the transition period from  to
 Commission
File Number of issuing entity: 333-141930-09
 SLM
STUDENT LOAN TRUST 2008-5
  Commission
File Number of depositor: 333-141930
 SLM FUNDING LLC
  SALLIE
MAE, INC.
  DELAWARE
(State or other Jurisdiction of Incorporation)
    
    
    
    61-1466416
04-3480392
54-1843973
(I.R.S. Employer Identification Nos.)
 c/o
The Bank of New York Mellon
Trust Company, National Association
10161 Centurion Parkway
Jacksonville, Florida 32256
 (703) 984-6419
   o þ
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  Large Accelerated
    Filer o

Accelerated
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Non-Accelerated

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    (Do not check if a smaller reporting company)

Smaller Reporting

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PART I
 Item 1. Business
  Item 1A. Risk Factors
  Item 1B.
Unresolved Staff Comments
  Item 2. Properties
  Item 3. Legal Proceedings
  Item 4. Submission of Matters to a Vote of Security Holders
   Item 1112(b)
of Regulation AB. Significant Obligor Financial Information
  Items
1114(b)(2) and 1115(b) of Regulation AB. Significant Enhancement
Provider Financial Information
  Item 1117
of Regulation AB. Legal Proceedings
  2




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PART II
 Item 5. Market for Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
  Item 6. Selected Financial Data
  Item 7. Managements Discussion and Analysis of Financial Condition and Results of Operation
  Item 7A. Quantitative and Qualitative Disclosures about Market Risk
  Item 8. Financial Statements and Supplementary Data
  Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
  Item 9A. Controls and Procedures
  Item 9B. Other Information
   Item 1119
of Regulation AB. Affiliations and Certain Relationships and Related Transactions
  Item 1122
of Regulation AB. Compliance with Applicable Servicing Criteria
  Item 1123
of Regulation AB. Servicer Compliance Statement
  3




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PART III
 Item 10.
Directors, Executive Officers, and Corporate Governance
  Item 11. Executive Compensation
  Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
  Item 13.
Certain Relationships, Related Transactions, and Director Independence
  Item 14.
Principal Accountant Fees and Services
  4




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PART IV
 Item 15.
Exhibits and Financial Statement Schedules
 (a)
    
    List of Documents Filed as Part of this Annual Report on Form 10-K
 (1)
    
    Not applicable.(2)
    
    Not applicable.(3)
    
    See Item 15 (b) below.
 (b)
    
    Exhibits Required by Item 601 of Regulation S-K
 EXHIBIT
    
    DESCRIPTION4.1
    
    Indenture dated as of April 30,
2008 among SLM Student Loan Trust 2008-5, The Bank of New York Mellon Trust
Company, National Association and Deutsche Bank Trust Company Americas incorporated by
reference from Exhibit 4.4 of the Current Report on Form 8-K of the
registrant, as filed with the Commission on May 2, 2008.10.1
    
    Incorporated by reference as Exhibit 4.131.1
    
    Rule 13a-14(d)/15d-14(d) Certification. (Section 302 Certification)33.1
    
    Report on Assessment of Compliance with Servicing Criteria concerning
servicing activities of Sallie Mae, Inc., as Servicer, as of and for the year
ended December 31, 2008.33.2
    
    Report on Assessment of Compliance with Servicing Criteria concerning
servicing activities of Sallie Mae, Inc., as Administrator, as of and for the
year ended December 31, 2008.33.3
    
    Report on Assessment of Compliance with Servicing Criteria concerning
servicing activities of Deutsche Bank Trust Company Americas, as
Indenture Trustee, as of and for the year ended December 31, 2008.34.1
    
    Independent Accountants Attestation Report concerning servicing
activities of Sallie Mae, Inc., as Servicer, as of and for the year ended
December 31, 2008.34.2
    
    Independent Accountants Attestation Report concerning servicing
activities of Sallie Mae, Inc., as Administrator, as of and for the year ended
December 31, 2008.34.3
    
    Independent Accountants Attestation Report concerning servicing
activities of Deutsche Bank Trust Company Americas, as Indenture
Trustee, as of and for the year ended December 31, 2008.35.1
    
    Statement of Compliance of Sallie Mae, Inc. under the Servicing
Agreement for the year ended December 31, 2008.35.2
    
    Statement of Compliance of Sallie Mae, Inc. under the Administration
Agreement for the year ended December 31, 2008.
 (c)
    
    Omitted.(d)    Reports
onForm 8-K.The Administrator, on behalf of the
SLM Student Loan Trust 2008-5, filed two
(2) Current Reports on Form 8-K with the SEC during the
period covered by this Report. They
are:
    
    On April 30, 2008, certain legal opinions in
connection with the issuance by SLM Student Loan Trust 2008-5 of its
Student Loan-Backed Notes.
    
    On May 2, 2008, in connection with the closing of
the issuance by SLM Student Loan Trust 2008-5 of its Student
Loan-Backed Notes.
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SIGNATURES
  Dated: March 30, 2009
    
    SLM FUNDING LLC,the Depositor
for itself as Registrant and on behalf
of the SLM Student Loan Trust 2008-5By:
    
    /s/ JONATHAN C. CLARK

Name: Jonathan C. Clark
Title: Executive Vice President and Treasurer
          (Senior Securitization
Officer)
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INDEX TO EXHIBITS
 ExhibitNumber
    
    Exhibit4.1
    
    Indenture dated as of April 30,
2008 among SLM Student Loan Trust 2008-5, The Bank of New York Mellon Trust
Company, National Association and Deutsche Bank Trust Company Americas incorporated by
reference from Exhibit 4.4 of the Current Report on Form 8-K of the
registrant, as filed with the Commission on May 2, 2008.10.1
    
    Incorporated by reference as Exhibit 4.131.1
    
    Rule 13a-14(d)/15d-14(d) Certification. (Section 302 Certification)33.1
    
    Report on Assessment of Compliance with Servicing Criteria concerning
servicing activities of Sallie Mae, Inc., as Servicer, as of and for the year ended
December 31, 2008.33.2
    
    Report on Assessment of Compliance with Servicing Criteria concerning
servicing activities of Sallie Mae, Inc., as Administrator, as of and for the year
ended December 31, 2008.33.3
    
    Report on Assessment of Compliance with Servicing Criteria concerning
servicing activities of Deutsche Bank Trust Company Americas, as
Indenture Trustee, as of and for the year ended December 31, 2008.34.1
    
    Independent Accountants Attestation Report concerning servicing
activities of Sallie Mae, Inc., as Servicer, as of and for the year ended December
31, 2008.34.2
    
    Independent Accountants Attestation Report concerning servicing
activities of Sallie Mae, Inc., as Administrator, as of and for the year ended
December 31, 2008.34.3
    
    Independent Accountants Attestation Report concerning servicing
activities of Deutsche Bank Trust Company Americas, as Indenture Trustee,
as of and for the year ended December 31, 2008.35.1
    
    Statement of Compliance of Sallie Mae, Inc. under the Servicing Agreement
for the year ended December 31, 2008.35.2
    
    Statement of Compliance of Sallie Mae, Inc. under the Administration
Agreement for the year ended December 31, 2008.
 7