**Exhibit99.2**

** **

**March 30,2006**

** **

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Bank USA, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

DeutscheBank Trust Company Americas

60 Wall Street, 26 Floor

New York, New York 10005

 

### **Reportof Independent Accountants**

 

# SLM Student Loan Trust 2005-5

 

We have examined management’s assertion included in the accompanyingreport titled *Report of Management on Compliance byAdministrator*, that Sallie Mae, Inc. (the “Company”) complied, inall material respects, with the terms and conditions of 2.3(a)(1), 2.3(a)(2),2.4, 2.6(a), 2.7(a), 2.7(b), 2.7(c), 2.9(a), 2.9(b), 2.11, 3.1(b), 3.1(c),3.1(d), 3.2(a), 3.2(c) and 3.2(d) of the Administration Agreement among theCompany, Chase Bank USA, National Association, Deutsche Bank Trust CompanyAmericas and Sallie Mae, Inc., as Servicer (the “Agreement”) pursuant to the SLMStudent Loan Trust 2005-5, for the periodJune 29, 2005 through December 31, 2005. TheCompany’s****management is responsible for theassertion. Our responsibility is to express an opinion on the assertion basedon our examination.

 

Our examination was conducted in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and,accordingly, included examining, on a test basis, evidence supportingmanagement’s assertion and performing such other procedures as we considerednecessary in the circumstances. We believe that our examination provides areasonable basis for our opinion.

 

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In our opinion, management’s assertion that the Company complied withthe aforementioned requirements during the period June 29, 2005 through December 31, 2005 is fairly stated, in allmaterial respects.

 

This report is intended solely for the information and use ofmanagement, the board of directors, Chase Bank USA, National Association andDeutsche Bank Trust Company Americas and is not intended to be and should notbe used by anyone other than these specified parties.

 

Very truly yours,

 
| /s/ PRICEWATERHOUSECOOPERS |   |
|----------------------------|--------|

 

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## **Report of Management on Compliance byAdministrator**

 

I acknowledge that as a member of management of Sallie Mae, Inc. (the “Company”),we are responsible for ensuring compliance with the terms and conditions of Sections2.3(a)(1), 2.3(a)(2), 2.4, 2.6(a), 2.7(a), 2.7(b), 2.7(c), 2.9(a), 2.9(b),2.11, 3.1(b), 3.1(c), 3.1(d), 3.2(a), 3.2(c) and 3.2(d) of the AdministrationAgreement among the Company, Chase Bank USA, National Association, DeutscheBank Trust Company Americas and Sallie Mae, Inc., as Servicer, (the “Agreement”)pursuant to the SLM Student Loan Trust 2005-5.We are also responsible for establishing and maintaining effective internalcontrol over compliance with the terms and conditions of the Agreement.

 

We have performed an evaluation of the Company’s compliance with theconditions of the Sections in the Agreement indicated above. Based on theevaluation, we assert that the Company complied, in all material respects, withthe terms and conditions of the Sections in the Agreement indicated above forthe period June 29, 2005 through December31, 2005.

 

March 30, 2006

 
| /s/ J. Lance Franke                      |   |
|------------------------------------------|--------|
| J. Lance Franke                          |
| Senior Vice President,  Sallie Mae, Inc. |

 

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**March 30,2006**

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Bank USA, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Deutsche Bank Trust Company Americas

60 Wall Street, 26 Floor

New York, New York 10005

 

**Reportof Independent Accountants**

 

### **SLM Loan Trust**2005-5

 

We have examined management’s assertion, included in the accompanyingreport titled *Report of Management on Compliance byServicer*, that Sallie Mae, Inc., (the “Company”) complied, in allmaterial respects, with the terms and conditions of the following:

 

•                  Sections 2.2,2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, and 3.10 of the Servicing Agreement.

•                  Pursuant toSection 3.15 of the Servicing Agreement; Sections 2.4, 2.5A, 2.6A, 2.6B, 3.1A,and 3.2B of the Administration Agreement.

 

The Servicing Agreement exists among the Company, Chase Bank USA,National Association, Deutsche Bank Trust Company Americas, and Sallie Mae,Inc., as Administrator, (the “Agreement”) pursuant to the SLM Student LoanTrust 2005-5, for the period June 29, 2005 through December 31, 2005. TheCompany’s management is responsible for the assertion. Our responsibility is toexpress an opinion on the assertion based on our examination.

 

Our examination was conducted in accordance with attestation standardsestablished by the American Institute of Certified Public Accountants and,accordingly, included examining, on a test basis, evidence supportingmanagement’s assertion and performing such other procedures as

 

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we considered necessary in the circumstances. We believe that ourexamination provides a reasonable basis for our opinion. Our examination doesnot provide a legal determination on the Company’s compliance with specifiedrequirements.

 

In our opinion, management’s assertion that the Company complied withthe aforementioned requirements during the period June 29, 2005 through December 31, 2005 is fairly stated, in allmaterial respects.

 

This report is intended solely for theinformation and use of management, the board of directors, Chase Bank USA,National Association and Deutsche Bank Trust Company Americas and is notintended to be and should not be used by anyone other than these specifiedparties.

 

Very truly yours,

 
| /s/ PRICEWATERHOUSECOOPERS |   |
|----------------------------|--------|

 

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###### **Report of Management on Compliance by Servicer**

 

I acknowledge that as a member of management of Sallie Mae, Inc., (the “Company”),we are responsible for ensuring compliance with the terms and conditions of thefollowing:

 

•                  Sections 2.2,2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, and 3.10 of the Servicing Agreement.

•                  Pursuant toSection 3.15 of the Servicing Agreement; Sections 2.4, 2.5A, 2.6A, 2.6B, 3.1A,and 3.2B of the Administration Agreement.

 

The Servicing Agreement exists among theCompany, Chase Bank USA, National Association, Deutsche Bank Trust CompanyAmericas, and the Sallie Mae Inc., as Administrator, (the “Agreement”) pursuantto the SLM Student Loan Trust 2005-5. Weare also responsible for reviewing and ensuring implementation of, and ongoingcompliance with, effective internal control over compliance with the terms andconditions of the Agreement.

 

On an ongoing basis we evaluate the Company’s compliance with the termsand conditions of the Sections in Agreement indicated above. Based on thismanagement oversight and evaluation, we assert that the Company complied, inall material respects, with the terms and conditions of the Sections in theAgreement indicated above for the period June29, 2005 through December 31, 2005.

 

March 30, 2006

 

 
| /s/ John F. Wallerstedt           |   |
|-----------------------------------|--------|
| John F. Wallerstedt               |
| Vice President,  Sallie Mae, Inc. |

 

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