<PAGE>
                                                                   Exhibit 10.23

                                                                       2.6.c.(3)

[BANK OF AMERICA LOGO]

May 23, 2003

Wells Fargo Bank Minnesota,
  National Association, not
  individually but as Eligible Lender
  Trustee for the benefit of Nelnet
  Education Loan Funding, Inc.
Sixth and Marquette
Minneapolis, Minnesota 55479

Re:      Our Irrevocable Letter of Credit No. 3056037
         Amount $50,000,000.00 U.S. Funds

Gentlemen:

We hereby establish, at the request and for the account of Nelnet, Inc., a
Nevada corporation (the "COMPANY"), in your favor, our Irrevocable Letter of
Credit, numbered as indicated above, in the amount of and not to exceed Fifty
Million Dollars ($50,000,000.00) U.S. Funds (the "AVAILABLE AMOUNT"), available
to you by your sight draft drawn upon us for said amount or less, effective
immediately.

Each draft drawn under this Letter of Credit must:

         1.       Be signed on your behalf;

         2.       Bear on its face the clause, "Drawn under Bank of America,
N.A. Letter of Credit No. 3056037 dated May 23, 2003";

         3.       Be accompanied by each of the following:

                  (A)      The statement signed on your behalf, worded as set
         forth on Exhibit A-1 attached hereto;

                  (B)      The statement signed by an officer of Nelnet
         Education Loan Funding, Inc. ("NELF"), worded as set forth on Exhibit
         A-2 attached hereto;

                  (C)      The Closing Certificate signed by an officer of NELF,
         worded as set forth on Exhibit B attached hereto;

                  (D)      The Blanket Endorsement to Student Loan Promissory
         Notes signed by Beneficiary, worded as set forth on Exhibit C attached
         heteto;

                  (E)      The Bill of Sale signed by Beneficiary, worded as set
         forth on Exhibit D attached hereto; and

                  (F)      Opinion of counsel signed by Perry, Guthery, Haase &
         Gessford, P.C., L.L.O., worded as set forth on Exhibit E attached
         hereto.

<PAGE>

  Wells Fargo Bank Minnesota,
  National Association, not
  individually but as Eligible Lender
  Trustee for the benefit of Nelnet
  Education Loan Funding, Inc.
May 23, 2003
Page 2.

The Draft and Drawing certificates which otherwise conform to the terms and
conditions hereof shall be deemed to be properly presented if presented to us at
the address, in the manner and on or before the appropriate time specified under
Special Conditions, Paragraph 1.

We hereby engage with the drawer that the draft drawn in conformity with the
terms of this Letter of Credit will be duly honored on presentation.

SPECIAL CONDITIONS:

         1.       Time of Drawings. Demand for payment may be made by you under
this Letter of Credit by original documentation at any time prior to 5:00 P.M.,
Pacific Standard time, on the Expiration Date, during our business hours at our
office located at 333 Beaudry Avenue, Los Angeles, California 90017 (Attention:
Standby Letter of Credit Department) on a Business Day (as hereinafter defined).
"BUSINESS DAY" means any day on which banking institutions in the states of
Nebraska, Texas, and California are not required or authorized by law to close.

         2.       Method of Payment. Payments made in accordance with Paragraph
1 under Special Conditions shall be made by federal reserve wire transfer to
Beneficiary, at Wells Fargo Bank Minnesota, National Association, ABA No.
121000248, Credit Account No. 0001038377, FFC: Nelnet A/C 14706400.

         3.       Amount Available for Drawing. This Letter of Credit is issued
in an aggregate amount of $50,000,000.00 U.S. Dollars.

         4.       Expiration. This Letter of Credit shall expire on May 21, 2004
(the "EXPIRATION DATE").

GENERAL CONDITIONS:

         1.       Drawings. Only one drawing may be made under this Letter of
Credit.

         2.       Governing Law and Customs. Except so far as otherwise
expressly stated, this Letter of Credit is subject to the "International Standby
Practices 1998," ("Isp98"), subject to applicable laws. This Letter of Credit
shall be deemed to be made under the laws of the State of Nebraska and, as to
matters not governed by the ISP98, shall to governed by and construed in
accordance with the laws of such state.
<PAGE>

  Wells Fargo Bank Minnesota,
  National Association, not
  individually but as Eligible Lender
  Trustee for the benefit of Nelnet
  Education Loan Funding, Inc.
May 23,2003
Page 3,

         3.       Transferability. This Letter of Credit is not transferable.
                  ---------------

         4.       Irrevocability. This Letter of Credit is irrevocable.
                  --------------

         5.       COMPLETE AGREEMENT. This Letter of Credit sets forth in full
the terms of our undertaking. Reference in this Letter of Credit to other
documents or instruments is for identification purposes only and such reference
shall not modify or affect the terms hereof or cause such documents or
instruments to be deemed incorporated herein.

                                           BANK OF AMERICA, N.A.

                                           By: /s/ Hermann J. Schutterle
                                               ---------------------------------
                                               Name:   Hermann J. Schutterle
                                               Title:  Assistant Vice President

                                           By: /s/ Rose T. Agustin
                                               ---------------------------------
                                               Name:  Rose T. Agustin
                                               Title: Officer

<PAGE>

                                 Exhibit A-1 to
                          Letter of Credit No. 3056037
                dated May 23, 2003 issued by Bank of America, N.A.
                     in favor of Wells Fargo Bank Minnesota,
                 National Association, not individually, but as
                   Eligible Lender Trustee for the benefit of
                       Nelnet Education Loan Funding, Inc.

                             Beneficiary Certificate
                             -----------------------

Re:      Bank of America, N.A.
         Letter of Credit No. 3056037
         Date:__________________

The undersigned, a duly authorized officer of Wells Fargo Bank Minnesota,
National Association, not individually, but as Eligible Lender Trustee on behalf
of Nelnet Education Loan Funding, Inc. (the "Beneficiary"), hereby certifies to
Bank of America, N.A. (the "Issuing Bank"), with reference to the Letter of
Credit identified above, issued by the Issuing Bank in favor of the Beneficiary,
that:

         1.       Nelnet, Inc. ("Nelnet") and Nelnet Education Loan Funding,
Inc. ("NELF"), have entered into the Loan Purchase Agreement dated as of May 23,
2003 (the "Purchase Agreement") and the Standby Student Loan Purchase Agreement
dated May 23, 2003 (the "Standby Purchase Agreement"; and together with the
Purchase Agreement, the "Loan Purchase Agreements").

         2.       The amount of the sight draft accompanying this certificate
does not exceed the amount permitted to be drawn under the Letter of Credit in
accordance with the Letter of Credit and the Loan Purchase Agreements.

         3.       The undersigned has not received notice that the Opinion of
Perry, Guthery, Haase & Gessford, P.C., L.L.O., dated May 23, 2003 in the form
set forth as Exhibit E to the Letter of Credit has been withdrawn.

IN WITNESS WHEREOF, the Beneficiary has executed and delivered this certificate
as of the _____ day of___________,_____.

                                           WELLS FARGO BANK MINNESOTA, NATIONAL
                                           ASSOCIATION, not individually, but as
                                           Eligible Lender Trustee on behalf of
                                           Nelnet Education Loan Funding, Inc.

                                           By __________________________________
                                           Name:________________________________
                                           Title:_______________________________

<PAGE>

                                 Exhibit A-2 to
                          Letter of Credit No. 3056037
               dated May 23, 2003 issued by Bank of America, N.A.
                     in favor of Wells Fargo Bank Minnesota,
                 National Association, not individually, but as
                   Eligible Lender Trustee for the benefit of
                       Nelnet Education Loan Funding, Inc.

                 Nelnet Education Loan Funding, Inc. Certificate
                 -----------------------------------------------

Re:      Bank of America, N.A.
         Letter of Credit No. 3056037
         Date: _________________

The undersigned, a duly authorized officer of Nelnet Education Loan Funding,
Inc. ("NELF"), hereby certifies to Bank of America, N.A. (the "ISSUING BANK"),
with reference to the Letter of Credit identified above, issued by the Issuing
Bank in favor of Wells Fargo Bank Minnesota, National Association, not
individually, but as Eligible Lender Trustee on behalf of NELF, that:

         1.       NELF is a party to the Loan Purchase Agreement dated as of May
23, 2003 (the "PURCHASE AGREEMENT") and the Standby Student Loan Purchase
Agreement dated May 23, 2003 (the "STANDBY PURCHASE AGREEMENT"; and together
with the Purchase Agreement, the "LOAN PURCHASE AGREEMENTS") each between NELF
and Nelnet, Inc.

         2.       The amount of the sight draft accompanying this certificate
does not exceed the aggregate principal amount of, and accrued and unpaid
interest on the FFELP Loans as of the Purchase Date (as defined in the Standby
Purchase Agreement), which are Eligible Loans (as defined in the Purchase
Agreement) whose stated maturity as of the date hereof exceeds December 1, 2015
(the "SUBJECT LOANS").

         3.       Except as provided for in the Loan Purchase Agreements, NELF
has demanded that Nelnet, Inc. purchase the Subject Loans, which demand in all
respects complied with the Loan Purchase Agreements, and Nelnet, Inc., following
all grace periods, if any, provided for in the Loan Purchase Agreements, has
failed to purchase the Subject Loans in compliance with the Loan Purchase
Agreements.

         4.       All conditions precedent to purchase set forth in the Loan
Purchase Agreements have been complied with as set forth in the Loan Purchase
Agreements and title to the Subject Loans has been transferred to Issuing Bank.

         5.       All right, title and interest in the Subject Loans are being
transferred to Issuing Bank, free and clear of all liens, security interests,
and other encumbrances.

         6.       The amount of the sight draft accompanying this certificate
does not exceed the amount permitted to be drawn under the Letter of Credit in
accordance with the Letter of Credit and the Loan Purchase Agreements.

IN WITNESS WHEREOF, NELF has executed and delivered this certificate as of the
___ day of _______________, _____.

                                             NELNET EDUCATION LOAN FUNDING, INC.

LETTER OF CREDIT1                                EXHIBIT A-2 to Letter of Credit
                                                 -------------------------------
<PAGE>

  Wells Fargo Bank Minnesota,
  National Association, not
  individually but as Eligible Lender
  Trustee for the benefit of Nelnet
  Education Loan Funding, Inc.

  Education Loan Funding, Inc.
May 23, 2003
Page 3

                                                  By: /s/ Terry J. Heimes
                                                      --------------------------
                                                  Name:  Terry J. Heimes
                                                  Title: President

                                       3

<PAGE>

                                   Exhibit B to
                           Letter of Credit No. 3056037
               dated May 23, 2003 issued by Bank of America, N.A.
                     in favor of Wells Fargo Bank Minnesota,
                 National Association, not individually, but as
                   Eligible Lender Trustee for the benefit of
                       Nelnet Education Loan Funding, Inc.

                               Closing Certificate

Re:      Bank of America, N.A.
         Letter of Credit No. 3056037
         Date:_________________

         This Closing Certificate ("Certificate") is made by Nelnet Education
Loan Funding, Inc. ("SELLER"), to and for the benefit of Bank of America, N.A.

         WHEREAS, Nelnet, Inc. and Seller entered into that Loan Purchase
Agreement dated as of May 23, 2003 (the "PURCHASE AGREEMENT") and Nelnet, Inc.
and Seller, entered into the Standby Student Loan Purchase Agreement dated as of
May 23, 2003 (together with the Purchase Agreement, the "LOAN PURCHASE
AGREEMENTS"). All capitalized terms used hereby and not otherwise defined shall
have the meanings assigned thereto in the Loan Purchase Agreements.

         NOW, THEREFORE, Seller represents, warrants, and to Bank of America,
N.A. as follows:

         1.       Definitions. All capitalized terms in this Closing Certificate
shall have the same meanings given to them in the Loan Purchase Agreements,
unless otherwise specifically stated herein.

         2.       Purchase of Eligible Loans. The Seller, by and through the
Trustee, hereby sells to Bank of America, N.A. a portfolio of Eligible Loans
identified in the Loan Transfer Schedule attached hereto, having an aggregate
outstanding principal balance of $__________________ with accrued interest
thereon as of ______________[insert date which is seven business days after the
date of this Certificate) of $___________________ (the "CURRENT PURCHASE
PORTFOLIO").

         3.       Representations and Warranties. The Seller hereby reconfirms
all the representations and warranties set forth in the Loan Purchase Agreements
as of the date hereof.

         4.       Additional Certifications. The Seller does hereby certify that
the following documents, where applicable to each FFELP Loan (as defined in the
Loan Purchase Agreements), have heretofore been furnished to Bank of America,
N.A. in accordance with subsection 4(d) of the Purchase Agreement:

                  Department of Education application or Guarantee Agency
                       application, as supplemented
                  Interim note(s) for each Loan that is not an MPN Loan
                  Payout note(s) for each Loan that is not an MPN Loan
                  Disclosure and Loan information statement
                  Certificate of Insurance and Contract of Insurance with
                       respect to each Insured Loan (or certified copy thereof)
                  Guarantee Agreement, Agreement for Participation in the
                       Guaranteed Loan Program and Notification of Loan

LETTER OF CREDIT1                                  Exhibit B to Letter of Credit
                                                   -----------------------------

<PAGE>
         Approved by the Guarantee Agency with respect to each Guaranteed
              Loan (or certified copy thereof)
         Any other documentation held by the Seller relating to the
              history of such Eligible Loan
         Secretary of Education and Guarantee Agency Loan Transfer Statements
         Uniform Commercial Code financing statement, if any, securing
              any interest in an Eligible Loan to be Financed, and an
              executed termination statement related thereto Evidence
              of Loan disbursement
         Any other document required to be submitted with a claim to
              the Guarantee Agency.

         A.       Any information furnished by the Seller to Bank of America, or
Bank of America's agents with respect to a FFELP Loan, including the Loan
Transfer Schedule attached hereto, is true, complete and correct.

         B.       The amount of the unpaid principal balance of each FFELP Loan
is due and owing, and no counterclaim, offset, defense or right to rescission
exists with respect to any FFELP Loan which can be asserted and maintained or
which, with notice, lapse of time or the occurrence or failure to occur of any
act or event could be asserted and maintained by the borrower against the owner
thereof. The Seller shall have taken all reasonable actions to assure that no
maker of a FFELP Loan has or may acquire a defense to the payment thereof. If
the Higher Education Act permits Seller to charge an interest rate less than the
applicable rate of interest, no FFELP Loan purchased hereunder bears interest at
a rate lower than the applicable rate of interest, except as provided in
Seller's standard borrower benefit programs.

         C.       Each FFELP Loan has been duly executed and delivered and
constitutes the legal, valid and binding obligations of the maker (and the
endorser, if any) thereof, enforceable in accordance with its terms.

         D.       Each FFELP Loan complies in all respects with the requirements
of the Higher Education Act and the Loan Purchase Regulations and is an Eligible
Loan, as that term is defined in the Loan Purchase Agreements.

         E.       The Trustee has applied for and received the Secretary of
Education's or a Guarantee Agency's designation, as the case may be, as an
"Eligible Lender" under the Higher Education Act, and the Seller has entered
into all agreements required to be entered into for participation in the Federal
Family Education Loan Program under the Higher Education Act.

         F.       The Trustee on behalf of Seller is the sole owner and holder
of each FFELP Loan and has full right and authority to sell and assign the same
free and clear of all liens, pledges or encumbrances; no FFELP Loan has been
pledged or assigned for any purpose; and each FFELP Loan is free of any and all
liens, charges, encumbrances and security interests of any description.

         G.       Each FFELP Loan is either Insured or Guaranteed; such
Insurance or Guarantee, as the case may be, is in full force and effect, is
freely transferable as an incident to the sale of each FFELP Loan; all amounts
due and payable to the Secretary of Education or a Guarantee Agency, as the case
may be, have been or will be paid in full by the Seller, and none of the FFELP
Loans has at any time been tendered to either the Secretary of Education or any
Guarantee Agency for payment.

LETTER OF CREDIT1                                  Exhibit B to Letter of Credit
                                                   -----------------------------

                                       2

<PAGE>
         H.       There are no circumstances or conditions with respect to any
FFELP Loan, the borrower thereunder or the creditworthiness of said borrower
that would reasonably cause prudent private investors to regard any of the FFELP
Loans as an unacceptable investment, or adversely affect the value or
marketability thereof, the insurance thereof and any applicable Guarantee.

         I.       Each FFELP Loan was made in compliance with all applicable
local, State and federal laws, rules and regulations, including, without
limitation, all applicable nondiscrimination, truth-in-lending, consumer credit
and usury laws.

         J.       The Seller has, and its officers acting on its behalf have,
full legal authority to engage in the transactions contemplated by the Loan
Purchase Agreements; the execution and delivery of the Loan Purchase Agreements,
the consummation of the transactions herein contemplated and compliance with the
terms, conditions and provisions of the Loan Purchase Agreements do not and will
not conflict with or result in a breach of any of the terms, conditions or
provisions of the charter, articles or bylaws of the Seller or any agreement or
instrument to which the Seller is a party or by which it is bound or constitute
a default thereunder; the Seller is not a party to or bound by any agreement or
instrument or subject to any charter or other corporation restriction or
judgment, order, writ, injunction, decree, law, rule or regulation which may
materially and adversely affect the ability of the Seller to perform its
obligations under the Loan Purchase Agreements and the Loan Purchase Agreements
constitute a valid and binding obligation of the Seller enforceable against it
in accordance with its terms, and no consent, approval or authorization of any
government or governmental body, including, without limitation, the Federal
Savings and Loan Insurance Corporation, the Federal Deposit Insurance
Corporation, the Comptroller of the Currency, the Board of Governors of the
Federal Reserve System or any state bank regulatory agency, is required in
connection with the consummation of the transactions herein contemplated.

         K.       The Seller is duly organized, validly existing and in good
standing under the laws of its applicable jurisdiction and has the power and
authority to own its assets and carry on its business as now being conducted.

         L.       The Seller and any independent servicer have each exercised
due diligence and reasonable care in making, administering, servicing and
collecting the FFELP Loans, and the Seller has conducted a reasonable
investigation of sufficient scope and content to enable it duly to make the
representations and warranties contained in this Certificate. The Seller shall
be solely responsible for the payment of the costs and expenses incident to
origination of FFELP Loans, without any right of reimbursement therefor from
Bank of America.

         M.       With respect to all Insured Eligible Loans being acquired,
Insurance is in effect with respect thereto; the applicable Contract and
Certificates of Insurance are valid and binding upon the parties thereto in all
respects; and the Seller is not in default in the performance of any of its
covenants and agreements made in respect thereof.

         N.       With respect to all Guaranteed Eligible Loans being acquired,
a Guarantee Agreement is in effect with respect thereto and is valid and binding
upon the parties thereto in all respects; and the Seller is not in default in
the performance of any of its covenants and agreements made in such Guarantee
Agreement.

         O.       The Seller does not (i) discriminate by pattern or practice
against any particular class or category of students by requiring, as a
condition to the receipt of a student loan, that a

LETTER OF CREDIT1                                  Exhibit B to Letter of Credit
                                                   -----------------------------

                                       3

<PAGE>
student or his family maintain a business relationship with the Seller, except
as may be permitted under applicable laws or (ii) discriminate on the basis of
race, sex, color, creed or national origin.

         P.       The FFELP Loans are a representative sample of all student
loans held by the Seller with respect to the educational institution attended
by, or the age, sex, race, national origin or place of residence of, the
Borrower to whom such loans were made, or with respect to any other identifying
characteristic of such Borrowers.

         Q.       Each instrument transferred to Bank of America in connection
with the drawing under the Letter of Credit is a FFELP Loan which constitutes an
Eligible Loan.

         R.       No promissory note evidencing an Eligible Loan bears any
apparent evidence of forgery or alteration or is otherwise so irregular or
incomplete as to call into question its authenticity.

         S.       Except as may have been disclosed by the UCC lien search
required by Section 4(f) of the Purchase Agreement, no other financing
statements or assignment filings naming the Seller as debtor or assignor under
its legal name or trade names has been filed.

         T.       The fair salable value of the assets on a going concern basis
of the Seller and its subsidiaries, on a consolidated basis, as of the time of
each sale of FFELP Loans hereunder is in excess of the total amount of their
liabilities.

                                                  NELNET EDUCATION LOAN FUNDING,
                                                  INC.

                                                  By: /s/ Terry Heimes
                                                      --------------------------
                                                  Title: President

cc: MBIA Insurance Corporation

LETTER OF CREDIT1                                  Exhibit B to Letter of Credit

                                       4

<PAGE>

                             LOAN TRANSFER SCHEDULE

<PAGE>

                                  Exhibit C to
                          Letter of Credit No. 3056037
                dated May 23, 2003 issued by Bank of America, N.A.
                     in favor of Wells Fargo Bank Minnesota,
                 National Association, not individually, but as
                   Eligible Lender Trustee for the benefit of
                       Nelnet Education Loan Funding, Inc.

                             BLANKET ENDORSEMENT OF
                         STUDENT LOAN PROMISSORY NOTES

Re:      Bank of America, N.A.
         Letter of Credit No. 3056037
         Date:________________________

         The undersigned ("SELLER"), by execution of this instrument, hereby
endorses all promissory notes to Bank of America, N.A. (the "PURCHASER"). This
endorsement is in blank, unrestricted form. This endorsement is without
recourse, except as provided under the terms of the Loan Purchase Agreement. All
right, title, and interest of Seller in and to the promissory notes and related
documentation identified in the attached loan ledger are transferred and
assigned to Bank of America, N.A.

         This endorsement may be further manifested by attaching this instrument
or a facsimile hereof to each or any of the Promissory Notes and related
documentation acquired by Bank of America, N.A., or by attaching this instrument
to the loan ledger schedule, Bank of America, N.A., may require or deem
necessary.

         Dated this_____day of___________, ____.

                               Wells Fargo Bank Minnesota, National Association,
                               not individually, but as Eligible Lender Trustee
                               on behalf of Nelnet Education Loan Funding, Inc.

                               By: ___________________________________________
                               Title: ________________________________________

<PAGE>

                                  Exhibit D to
                          Letter of Credit No. 3056037
                dated May 23, 2003 issued by Bank of America, N.A.
                     in favor of Wells Fargo Bank Minnesota,
                 National Association, not individually, but as
                   Eligible Lender Trustee for the benefit of
                       Nelnet Education Loan Funding, Inc.

                                  BILL OF SALE

Re:      Bank of America, N.A.
         Letter of Credit No. 3056037
         Date: __________________

FOR VALUE RECEIVED, Wells Fargo Bank Minnesota, National Association, not
individually, but as Eligible Lender Trustee on behalf of Nelnet Education Loan
Funding, Inc. (the "SELLER") does hereby grant, sell, assign, transfer and
convey to Bank of America, N.A., all right, title and interest of the Seller in
and to the following:

         (1)      The loans described in Annex I attached hereto (the "LOANS"),
         including the guarantee of the Loans issued by a guarantee agency
         pursuant to the Federal Family Education Loan Program (20 U.S.C.
         [Section Mark] 1071 et seq.);

         (2)      All promissory notes and related documentation evidencing the
         indebtedness represented by such Loans; and

         (3)      All proceeds of the foregoing including, without limitation,
         all payments made by the obligor thereunder or with respect thereto,
         all guarantee payments made by any guarantee agency with respect
         thereto, and all interest benefit payments and special allowance
         payments with respect thereto made under Title IV, Part B, of the
         Higher Education Act of 1965, as amended, and all rights to receive
         such payments, but excluding any proceeds of the sale made hereby.

TO HAVE AND TO HOLD the same unto Bank of America, N.A. and its successors and
assigns, forever. This Bill of Sale is made pursuant to and is subject to the
terms and provisions of the Agreement, and is without recourse, except as
provided in the Agreement.

IN WITNESS WHEREOF, the Seller has caused this instrument to be executed by one
of its officers duly authorized to be effective as of the _____ day of ______,
_________.

                                           Wells Fargo Bank Minnesota, National
                                           Association, not individually, but as
                                           Eligible Lender Trustee on behalf of
                                           Nelnet Education Loan Funding, Inc.

                                           By:__________________________________
                                           Title: ______________________________

<PAGE>

                                     ANNEX I

                                 ELIGIBLE LOANS

<PAGE>

                                  Exhibit E to
                          Letter of Credit No. 3056037
                dated May 23, 2003 issued by Bank of America, N.A.
                     in favor of Wells Fargo Bank Minnesota,
                 National Association, not individually, but as
                   Eligible Lender Trustee for the benefit of
                       Nelnet Education Loan Funding, Inc.

                               OPINION OF COUNSEL

                        [Date to be completed by Counsel]

Bank of America, N.A.
901 Main Street, Suite 6600
Dallas, TX 75202

Re:      Bank of America, N.A.
         Letter of Credit No. 3056037

Gentlemen:

We have acted as counsel to Nelnet Education Loan Funding, Inc., a Nebraska
corporation ("SELLER") in connection with the above referenced Letter of Credit
and the Loan Purchase Agreement dated as of May 23, 2003 (the "PURCHASE
AGREEMENT") between Seller and Nelnet, Inc. and the Standby Student Loan
Purchase Agreement dated as of May 23, 2003 (together with the Purchase
Agreement, the "LOAN PURCHASE AGREEMENT") between Nelnet, Inc. and Seller.

We have examined and relied on the originals or copies, certified or otherwise,
identified to our satisfaction of such instruments and other certificates of
public officials, officers, and representatives of the Seller and such other
persons, and we have made such investigations of law as we have deemed
appropriate as a basis for the opinions expressed below. In our examination, we
have assumed the genuineness of the signatures of persons signing all documents
and instruments in connection with which this opinion is rendered, the authority
of such person signing on behalf of the parties thereto (other than the Seller),
and the due authorization, execution and delivery of all documents by the
parties thereto (other than the Seller). In connection therewith, and based
upon the foregoing, we are of the opinion as follows:

         1.       The Loan Purchase Agreement has been duly authorized, executed
and delivered by the Seller and constitutes the legal, valid, binding and
enforceable obligation of the Seller, except (i) the enforceability of the Loan
Purchase Agreement may be subject to bankruptcy, insolvency, reorganization,
moratorium, or other similar laws now or hereafter in effect relating to
creditors' rights; and (ii) the remedy of specific performance and injunctive
and other forms of equitable relief as set forth in the Loan Purchase Agreement
may be subject to equitable defenses and to the discretion of the court before
which any proceeding therefore may be brought.

         2.       The blanket endorsement and bill of sale required by the Loan
Purchase Agreement have been duly authorized, executed and delivered by the
Seller.

<PAGE>

         3.       With respect to all Insured Loans being acquired, the
applicable Contract of Insurance has been duly authorized, executed and
delivered by the Seller.

         4.       With respect to all Guaranteed Loans being acquired, the
applicable Guarantee Agreement has been duly authorized, executed and delivered
by the Seller.

         5.       Assuming the due execution and delivery thereof, each FFELP
Loan constitutes the legal, valid and binding obligation of the borrower (and of
each endorser, if any) thereof, enforceable in accordance with its terms.

         6.       To our knowledge, the execution, delivery, and assignment of
the Loan Purchase Agreement, the consummation of the transactions therein
contemplated and compliance with the terms, conditions and provisions of this
Loan Purchase Agreement do not and will not conflict with or result in a breach
of any of the terms, conditions or provisions of the charter, articles or bylaws
of the Seller or any agreement or instrument to which the Seller is a party or
by which it is bound or constitute a default thereunder.

         7.       To our knowledge, the Seller is not a party to or bound by any
agreement or instrument or subject to any charter or other corporation
restriction or judgment, order, writ, injunction, decree, law, rule or
regulation which may materially and adversely affect the ability of the Seller
to perform its obligations under this Loan Purchase Agreement.

         8.       No consent, approval or authorization of any government or
governmental body, including, without limitation, the Federal Deposit Insurance
Corporation ("FDIC"), the Comptroller of the Currency, the Board of Governors of
the Federal Reserve System or any state bank regulatory agency, is required in
connection with the consummation of the transactions contemplated in the Loan
Purchase Agreement.

         9.       The Loan Purchase Agreement shall constitute a security
agreement under Nebraska law and shall be effective to create, in favor of
Nelnet, Inc., a perfected valid security interest in the FFELP Loans subject to
no prior liens.

Our opinions set forth above are limited solely to matters governed by: (i) the
laws of the State of Nebraska and (ii) federal laws. All capitalized terms used
herein and not otherwise defined shall have the meanings assigned thereto in the
Loan Purchase Agreement.

The enforceability of certain provisions of the Loan Purchase Agreement
(including, without limitation, choice of law, venue, and jurisdiction
provisions and waiver of rights to jury trial) may be limited by applicable law,
which limitations, however, in our judgment, do not make the remedies provided
for therein (taken as a whole) inadequate for the practical realization of the
benefits afforded thereby.

This opinion (i) has been furnished to you at your request, and we consider it
to be a confidential communication that may not be furnished, reproduced,
distributed, or disclosed to anyone without our prior written consent, (ii) is
rendered solely for your information and assistance in connection with the above
transaction, and may not be relied upon by any other person or for any other
purpose without our prior written consent, and (ii) is limited to the matters
stated herein, and no opinions may be inferred or implied beyond the matters
expressly stated herein.

<PAGE>

This opinion shall be deemed delivered by us on each day unless and until we
advise the Seller, Bank of America, N.A. and Wells Fargo Bank Minnesota,
National Association as trustee by telephonic notice, confirmed in writing, that
this opinion is withdrawn. The opinions expressed herein may be withdrawn in the
event of a change in laws, regulations, rulings or judicial decisions applicable
to the Loan Purchase Agreement or a failure of compliance by the Seller with the
covenants, representations or warranties contained in the Loan Purchase
Agreement; provided that this Opinion may not be withdrawn for any reason
following the delivery hereof to Bank of America, N.A.

                                         Very truly yours,

                                         PERRY, GUTHERY, HAASE & GESSFORD, P.C.,
                                         L.L.O.