**Exhibit 19.2**

** **

**March 25, 2005**

** **

Sallie Mae, Inc.

12061 Bluemont Way

Reston, VA 20190

 

and

 

Chase Manhattan BankUSA, National Association

Christiana Center/Ops4

500 Stanton ChristianaRoad

Newark, DE 19713

 

and

 

Bank of New York

2 North LaSalle St., Suite 1020

Chicago IL, 60602

 

### **Report of Independent Accountants**

 

# Sallie Mae Student Loan Trust 2002-5

 

We have examined management’s assertion included in the accompanyingreport titled *Report of Management on Compliance byAdministrator*, that Sallie Mae, Inc., as the assignee of theStudent Loan Marketing Association (the “Company”) complied, in all materialrespects, 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 SallieMae Servicing Corporation, (the “Agreement”) pursuant to the Sallie Mae StudentLoan Trust 2002-5, 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 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 January 1, 2004 through December 31, 2004 is fairlystated, in all material respects.

 

This report is intended solely for the information and use ofmanagement, the board of directors, Chase Manhattan Bank USA, NationalAssociation and Bank of New York and is not intended to be and should not beused by anyone other than these specified parties.

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

 

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## **Report ofManagement on Compliance by Administrator**

 

I acknowledge that as a member of management of Sallie Mae, Inc.,as the assignee of the Student Loan Marketing Association (the “Company”), weare 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, Bank of New York and Sallie Mae, Inc., as Servicer, and asthe successor-in-interest to Sallie Mae Servicing Corporation, (the “Agreement”)pursuant to the Sallie Mae Student Loan Trust 2002-5.  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 BankUSA, National Association

Christiana Center/Ops4

500 Stanton ChristianaRoad

Newark, DE 19713

 

and

 

Bank of New York

2 North LaSalle St., Suite 1020

Chicago, IL 60602

 

**Report of Independent Accountants**

 

### **SallieMae Student Loan Trust**2002-5

 

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-interestto Sallie 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 the assignee of the Student LoanMarketing Association (the “Agreement”) pursuant to the Sallie Mae Student LoanTrust 2002-5, for the period January 1, 2004 through December 31,2004.  The Company’s management isresponsible 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 

 

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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 fairlystated, 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 byServicer**

 

I acknowledge that as a member ofmanagement of Sallie Mae, Inc., as the successor-in-interest to Sallie MaeServicing Corporation (the “Company”), we are responsible for ensuringcompliance with 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,Chase Manhattan Bank USA, National Association, Bank of New York, and SallieMae Inc., as Administrator, and as the assignee of the Student Loan MarketingAssociation (the “Agreement”) pursuant to the Sallie Mae Student Loan Trust 2002-5. We are also responsible for reviewing and ensuring implementation of,and ongoing compliance with, effective internal control over compliance withthe 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 through December 31,2004.

 

March 25, 2005

 

 
| /s/ ROBERT C. BALLARD |   |
|-----------------------|--------|
|                  |
| Robert C. Ballard     |
| Senior Vice President |

 

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