**Exhibit 19.2**

 

**March 25,2005**

 

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan Bank USA, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Deutsche Bank Trust Company Americas

60 Wall Street, 26th Floor

MS NYC 60-2606

New York, NY 10005

 

### **Reportof Independent Accountants**

 

# Sallie Mae Student Loan Trust 2004-5

 

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 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 Agreementamong the Company, Chase Manhattan Bank USA, National Association, DeutscheBank Trust Company Americas and Sallie Mae, Inc., as Servicer, (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 2004-5,for the period June 10, 2004 throughDecember 31, 2004.** **The Company’s****managementis responsible for the assertion.  Ourresponsibility is to express an opinion on the assertion based on ourexamination.

 

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 reasonable 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 10, 2004 through December 31, 2004 is fairly stated, in allmaterial respects.

 

This report is intended solely for the information and use ofmanagement, the board of directors, Chase Manhattan Bank USA, NationalAssociation and Deutsche Bank Trust Company Americas and is not intended to beand should 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. (the “Company”),we are responsible for ensuring compliance with the terms and conditions ofSections 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 theAdministration Agreement among the Company, Chase Manhattan Bank USA, NationalAssociation, Deutsche Bank Trust Company Americas and Sallie Mae, Inc., asServicer, (the “Agreement”) pursuant to the Sallie Mae Student Loan Trust 2004-5. We are also responsible for establishing and maintaining effectiveinternal control over compliance with the terms and conditions of theAgreement.

 

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 June 10, 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, National Association

Christiana Center/Ops 4

500 Stanton Christiana Road

Newark, DE 19713

 

and

 

Deutsche Bank Trust Company Americas

60 Wall Street, 26th Floor

MS NYC 60-2606

New York, NY 10005

 

**Reportof Independent Accountants**

 

### **Sallie Mae StudentLoan Trust**2004-5

### ** **

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 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 theCompany, Chase Manhattan Bank USA, National Association, Deutsche Bank TrustCompany Americas, and Sallie Mae, Inc., as Administrator, (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 2004-5,for the period June 10, 2004 throughDecember 31, 2004.  The Company’smanagement is responsible for the assertion. Our responsibility is to express an opinion on the assertion based onour 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

 

----

 

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 June 10, 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 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 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., (the “Company”), we are responsible for ensuring compliancewith the terms and conditions of Sections 2.2,.2.3, 3.1, 3.2A, 3.2B, 3.2C,3.5A, 3.6, 3.10, and 3.15 of the Servicing Agreement among the Company, ChaseManhattan Bank USA, National Association, Deutsche Bank Trust Company Americas,and the Sallie Mae Inc., as Administrator, (the “Agreement”) pursuant to theSallie Mae Student Loan Trust 2004-5.  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 June 10, 2004 through December31, 2004.

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

 

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