**Exhibit19.2**

 

**March 25, 2005**

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan Bank USA, NationalAssociation

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Bank of New York

2 North LaSalle St., Suite 1020

Chicago IL, 60602

 

### **Reportof Independent Accountants**

 

# Sallie Mae Student Loan Trust 2003-5

 

We have examined management’s assertionincluded in the accompanying report titled *Report of Management onCompliance by Administrator*, that Sallie Mae, Inc., as assignee ofthe Student Loan Marketing Association, (the “Company”) complied, in allmaterial respects, with the terms and conditions of Sections 2.3.A.1, 2.3.A.2,2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3, 2.9, 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 Manhattan Bank USA, National Association, Bank of New York andSallie Mae, Inc., as Servicer, and as the successor-in-interest to Sallie MaeServicing Corporation, (the “Agreement”) pursuant to the Sallie Mae StudentLoan Trust 2003-5, for the period January 1, 2004 through December 31, 2004.** **TheCompany’s****management is responsible for theassertion.  Our responsibility is toexpress an opinion on the assertion based on our examination.

 

Our examination was conducted in accordancewith attestation standards established by the American Institute of CertifiedPublic Accountants and, accordingly, included examining, on a test basis,evidence supporting management’s assertion and performing such other proceduresas we considered necessary in the circumstances.  We believe that our examination provides areasonable basis for our opinion.

 

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In our opinion, management’s assertion thatthe Company complied with the aforementioned requirements during the period January 1, 2004 through December 31, 2004 isfairly stated in all material respects.

 

This report is intended solely for theinformation and use of management, the board of directors, Chase Manhattan BankUSA, National Association and Bank of New York and is not intended to be andshould not be used by anyone other than these specified parties.

 
| Very truly yours,              |
|--------------------------------|
|                           |
| /s/ PRICEWATERHOUSECOOPERS LLP |   |
|  

McLean, Virginia       |   |

 

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

 

I acknowledge that as a member of management of Sallie Mae, Inc., asassignee of the Student Loan Marketing Association, (the “Company”), we areresponsible for ensuring compliance with the terms and conditions of Sections2.3.A.1, 2.3.A.2, 2.4, 2.6.B, 2.7.A, 2.7.B, 2.7.C, 2.8.B.1, 2.8.B.2, 2.8.B.3,2.9, 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 Manhattan Bank USA, National Association,Bank of New York and Sallie Mae, Inc., as Servicer, and as the successor-in-interestto Sallie Mae Servicing Corporation, (the “Agreement”) pursuant to the SallieMae Student Loan Trust 2003-5.  We are also responsible for establishing andmaintaining effective internal control over compliance with the terms andconditions 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 the evaluation, we assert that theCompany complied, in all material respects, with the terms and conditions ofthe Sections in the Agreement indicated above for the period January 1, 2004 through December 31, 2004.

 
| March 25, 2005                           |
|------------------------------------------|
|                                     |
|                                     |
| /s/ J. LANCE FRANKE                      |   |
|                                     |
| J. Lance Franke                          |
| Senior Vice President, Corporate Finance |

 

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**March 25, 2005**

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan Bank USA, NationalAssociation

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Bank of New York

2 North LaSalle St., Suite 1020

Chicago, IL 60602

 

 

**Reportof Independent Accountants**

 

### **Sallie Mae StudentLoan Trust**2003-5

 

We have examined management’s assertion, included in the accompanyingreport titled *Report of Management on Compliance byServicer*, that Sallie Mae, Inc., as the successor-in-interest toSallie Mae Servicing Corporation, (the “Company”) complied, in all materialrespects, with the terms and conditions of Sections 2.2, 2.3, 3.1A, 3.2, 3.2B,3.2C, 3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company,Chase Manhattan Bank USA, National Association, Bank of New York, and SallieMae, Inc., as Administrator, and as assignee of the Student Loan MarketingAssociation, (the “Agreement”) pursuant to the Sallie Mae Student Loan Trust 2003-5, for the period January 1, 2004 through December 31, 2004.  The Company’s management is responsible forthe 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 we considerednecessary in the circumstances.  Webelieve that our examination provides a

 

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reasonable basis for our opinion. Our examination does not provide a legal determination on the Company’scompliance with specified requirements.

 

In our opinion, management’s assertion that the Company complied withthe aforementioned requirements during the period January 1, 2004 through December 31, 2004 is fairly stated, in allmaterial respects.

 

This report is intended solely for theinformation and use of management, the board of directors, Chase Manhattan BankUSA, National Association and Bank of New York and is not intended to be andshould not be used by anyone other than these specified parties.

 
| Very truly yours,              |
|--------------------------------|
|                           |
| /s/ PRICEWATERHOUSECOOPERS LLP |   |
|  

McLean, Virginia       |   |

 

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

 

I acknowledge that as a member of management ofSallie Mae, Inc., as the successor-in-interest to Sallie Mae Servicing Corporation,(the “Company”), we are responsible for ensuring compliance with the terms andconditions of Sections 2.2,.2.3, 3.1, 3.2A, 3.2B, 3.2C, 3.5A, 3.6, 3.10, and3.15 of the Servicing Agreement among the Company, Chase Manhattan Bank USA,National Association, Bank of New York, and the Sallie Mae Inc., asAdministrator, and as assignee of the Student Loan Marketing Association, (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 2003-5.  We are also responsible for reviewing andensuring implementation of, and ongoing compliance with, effective internalcontrol over compliance with the terms and conditions 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 this management oversight andevaluation, we assert that the Company complied, in all material respects, withthe terms and conditions of the Sections in the Agreement indicated above forthe period January 1, 2004 throughDecember 31, 2004.

 
| March 25, 2005                   |
|----------------------------------|
|                             |
|                             |
| /s/ ROBERT C. BALLARD            |   |
|                             |
| Robert C. Ballard                |
| Senior Vice President, Servicing |

 

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