EXHIBIT 5.1
_________ ___, 2004
____________________, [Name of Underwriter,]
as Indenture Trustee as representative of the Underwriters
____________________ named in the Underwriting Agreement
____________________ dated ___________ __, 2004
____________________
____________________
[Education Funding Capital Trust - ___]
c\o________________ as Co-Owner Trustee
___________________
___________________
Re: [Education Funding Capital Trust - ___]
Ladies and Gentlemen:
We have acted as counsel to Education Funding Capital I, LLC, a Delaware
limited liability company (the "Depositor"), in connection with the Depositor's
Prospectus dated as of ____________ __, 2004 and the Prospectus Supplement dated
as of __________ __, 2004 (together, the "Prospectus") with respect to the
Series A-__ Education Loan Backed Notes, Series A-__ Education Loan Backed
Notes, Series A-__ Education Loan Backed Notes, Series A-__ Education Loan
Backed Notes, Series A-__ Education Loan Backed Notes, Series A-__ Education
Loan Backed Notes, Series A-__ Education Loan Backed Notes, Series A-__
Education Loan Backed Notes, and Series B-__ Education Loan Backed Notes, (the
"Notes") to be issued by [Education Funding Capital Trust - ___], a Delaware
statutory trust (the "Issuer"). Capitalized terms used but not defined herein
shall have the definitions assigned to such terms in the Prospectus. The Notes
will be issued pursuant to the Indenture of Trust dated as of _____________ __,
2004 (the "Indenture") among the Issuer, ________________, as eligible lender
trustee on behalf of the Issuer (the "Eligible Lender Trustee") and
________________ as indenture trustee (the "Indenture Trustee").
In the course of rendering this opinion, our review has been limited
solely to the following documents or certificates authenticated or certified to
our satisfaction:
(i) the Prospectus and Prospectus Supplement;
(ii) the Certificate of Formation and Limited Liability Company
Agreement of the Depositor;
_______________ [Indenture Trustee]
[Education Funding Capital Trust - ___]
[Name of Underwriter]
_______ ___, 2004
Page 2
(iii) the Trust Agreement dated as of _____________ __, 2004 and the
Amended and Restated Trust Agreement dated as of _____________
__, 2004, relating to the Issuer among the Depositor, [Name of
Owner Trustee], not in its individual capacity but solely as
Owner Trustee and _______________, not in its individual
capacity but solely as Co-Owner Trustee (collectively, the
"Trust Agreement");
(iii) the Indenture; and
(iv) such other documents as we deemed necessary and appropriate
under the circumstances.
In such examination, we have assumed the genuineness of all signatures
(of parties other than the Depositor and the Issuer) on original documents and
the conformity to the original documents of all copies submitted to us. We have
also assumed the due execution and delivery by and enforceability against the
parties thereto (as to all parties other than the Depositor and the Issuer) of
all documents that we have examined where due execution and delivery or
enforceability is a prerequisite to the effectiveness thereof. As to various
facts material to our opinion, we have relied upon statements or certificates of
officers and representatives of the Depositor.
Based upon the foregoing examinations and assumptions and subject to the
further assumptions, exceptions and qualifications set forth below, subject to
the further assumption that the Notes have been validly authorized and executed
by or on behalf of the Issuer, issued and authenticated in accordance with the
provisions of the Indenture and issued, delivered to and paid for by the
Underwriters in accordance with the provisions of the Underwriting Agreement
dated as of _____________ __, 2004 among Education Lending Group, Inc., the
Depositor, Education Lending Services, Inc., the Issuer and [Name of
Underwriter,] as representative of the underwriters (the "Underwriting
Agreement"), it is our opinion that the Notes constitute valid and binding
obligations of the Issuer enforceable in accordance with their terms and
entitled to the benefits of the Indenture, except as follows:
(A) the enforceability of the Notes and the Indenture may be
limited by bankruptcy, insolvency, reorganization, moratorium,
rearrangement, liquidation, conservatorship or other similar laws
affecting creditors' rights generally, including court decisions
interpreting such laws, statutes of limitations and personal
jurisdiction;
(B) the enforceability of the Notes and the Indenture and the
availability of specific performance, injunctive relief and other forms
of equitable relief are subject to
_______________ [Indenture Trustee]
[Education Funding Capital Trust - ___]
[Name of Underwriter]
_______ ___, 2004
Page 3
principles of equity (regardless of whether such enforceability is
considered in a proceeding in equity or at law); and
(C) no opinion is expressed with respect to the enforceability
of any provisions of the Notes or the Indenture that purport to require
payment or reimbursement of attorneys' fees or litigation expenses of
another party.
This opinion is provided as a legal opinion only. No opinion may be
inferred or implied beyond the matters expressly stated herein. This opinion is
solely for the benefit of the addressees set forth above. This opinion may be
relied upon by Fitch Ratings, Xxxxx'x Investors Service, Inc. and Standard &
Poor's. This opinion may not be relied upon in any manner or used by any other
person without our express written consent. This opinion speaks as of its date
only and we disclaim any undertaking or obligation to advise you of changes that
hereafter may come to our attention.
Very truly yours,
XXXXXXXX XXXX LLP
