8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of Earliest Event Reported): February 26, 2015

Navient Funding, LLC

__________________________________________

(Exact name of registrant as specified in its charter)

Delaware	333-190926	04-3480392
_____________________ (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
2001 Edmund Halley Drive, Reston, Virginia		20191
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 703 984-5858

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Navient Student Loan Trust 2015-1

__________________________________________

(Exact name of registrant as specified in its charter)

Navient Funding, LLC

(Exact name of Depositor as specified in its charter)

Navient Solutions, Inc.

(Exact name of Sponsor as specified in its charter)

Delaware	333-190926-11	04-3480392
_____________________  (State or other jurisdiction	_____________ (Commission	______________ (I.R.S. Employer
of incorporation)	File Number)	Identification No.)
c/o Wells Fargo Delaware Trust Company, N.A. 919 North Market Street, Suite 1600 Wilmington, Delaware 19801		10005
_________________________________ (Address of principal executive offices)		___________ (Zip Code)

Registrant’s telephone number, including area code: 703 984-5858

Not Applicable

______________________________________________

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

[  ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[  ]  Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[  ]  Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[  ]  Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 9.01          Financial Statements and Exhibits

In connection with the closing of Navient Student Loan Trust 2015-1, certain opinions of Morgan, Lewis & Bockius LLP, Richards, Layton & Finger, P.A. and Shearman & Sterling LLP relating to the due authorization, enforceability and legality of the Notes and to various tax matters are attached.

(a)	Not applicable.
(b)	Not applicable.
(c)	Not applicable.
(d)	Exhibits.
	5.1     Opinion of Morgan, Lewis & Bockius LLP, as to legality of the Notes      5.2     Opinion of Richards, Layton & Finger, P.A., as to due authorization and enforceability of the Notes
	8.1     Opinion of Shearman & Sterling LLP, as to various tax matters      23.1   Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
	23.2   Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)      23.3   Consent of Shearman & Sterling LLP (included in Exhibit 8.1)

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the issuing entity has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	By:  NAVIENT FUNDING, LLC
Dated:  February 26, 2015	By:   /s/ Mark D. Rein
	Name:  Mark D. Rein
	Title:    Vice President

EXHIBIT INDEX

Exhibit Number	Description
5.1	Opinion of Morgan, Lewis & Bockius LLP, as to legality of the Notes
5.2	Opinion of Richards, Layton & Finger, P.A., as to due authorization and enforceability of the Notes
8.1	Opinion of Shearman & Sterling LLP, as to various tax matters
23.1	Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5.1)
23.2	Consent of Richards, Layton & Finger, P.A. (included in Exhibit 5.2)
23.3	Consent of Shearman & Sterling LLP (included in Exhibit 8.1)

EX-5.1

Exhibits 5.1 and 23.1

[LETTERHEAD OF MORGAN, LEWIS & BOCKIUS LLP]

February 26, 2015

Navient Funding, LLC

2001 Edmund Halley Drive

Reston, Virginia 20191

Re:  Navient Student Loan Trust 2015-1, Class A and Class B

        Student Loan Backed Notes                                                 

Ladies and Gentlemen:

We have acted as special counsel to Navient Funding, LLC, a Delaware limited liability company (the “Depositor”), in connection with the sale by the Depositor and the purchase by the Underwriters (as defined below) of $343,600,000 aggregate principal amount of Class A-1 Notes (the “Class A-1 Notes”), $629,700,000 aggregate principal amount of Class A-2 Notes (the “Class A-2 Notes” and, together with the Class A-1 Notes, the “Class A Notes”) and $26,700,000 aggregate principal amount of Class B Notes (the “Class B Notes” and, together with the Class A Notes, the “Notes”) pursuant to the terms of the Underwriting Agreement, dated February 17, 2015, and related Pricing Agreement relating to the Notes, dated February 18, 2015  (collectively, the “Underwriting Agreement”), among the Depositor, Navient Credit Finance Corporation, Navient Corporation and J.P. Morgan Securities LLC, RBC Capital Markets, LLC and Wells Fargo Securities, LLC, as representatives of the underwriters (collectively, the “Underwriters”).

In connection with the issuance and sale of the Notes, the Depositor has prepared a prospectus (the “Base Prospectus”), dated February 12, 2015, and a prospectus supplement (the “ProspectusSupplement”), dated February 18, 2015.  In this opinion letter, the Prospectus Supplement and the Base Prospectus, including any documents and other information incorporated therein by reference, each in the form prepared for use by the Underwriters in confirming sales of the Notes, are together called the “Prospectus.”  Navient Student Loan Trust 2015-1 (the “Trust”)was formed pursuant to the short-form trust agreement, dated as of February 4, 2015, between the Depositor and Wells Fargo Delaware Trust Company, N.A., as owner trustee (the “Owner Trustee”), as amended and restated pursuant to an Amended and Restated Trust Agreement, dated as of February 26, 2015 (the “Closing Date”) (the “Trust Agreement”) among the Depositor, the Owner Trustee and Wells Fargo Bank, N.A., as indenture trustee acting as excess distribution certificate paying agent and excess distribution certificate registrar.

The Depositor and its co-registrant have filed with the Securities and Exchange Commission a registration statement on Form S-3 (File No. 333-190926), as amended, for the registration of the Notes and certain other securities pursuant to the Securities Act of 1933, as amended (the “Securities Act”).  In this opinion letter, the foregoing registration statement, as so

Navient Funding, LLC

February 26, 2015

Page 2

amended, at its effective date, including any documents and other information incorporated therein by reference, is called the “Registration Statement.”  The Registration Statement was declared effective on February 6, 2014.  As set forth in the Prospectus, the Notes will be issued under and pursuant to an Indenture, dated as of the Closing Date (as amended and supplemented from time to time, the “Indenture”), among the Trust, Wells Fargo Bank, N.A., as eligible lender trustee (the “Eligible Lender Trustee”), and Wells Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”).  Capitalized terms used but not defined herein have the meanings assigned to them in the Indenture.

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act.  No opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement or the Prospectus other than as to the entitlement of the Notes to the benefits of the Indenture and their enforceability against the Trust in accordance with their terms.

As such counsel, we have examined and relied upon originals or copies of such corporate records, documents, agreements or other instruments of Navient Corporation, the Depositor, the Servicer, the Administrator and the Sellers as we consider appropriate.  As to all matters of fact, we have entirely relied upon certificates of officers of Navient Corporation, the Depositor, the Servicer, the Administrator and the Sellers and of public officials, and have assumed, without independent inquiry, the accuracy of those certificates.  In connection with this opinion, we have also examined and relied upon the Registration Statement and the Prospectus.  In our examination, we have assumed the genuineness of all signatures, the conformity to the originals of all documents reviewed by us as copies, the authenticity and completeness of all original documents reviewed by us in original or copy form, and the legal competence of each individual executing any document.

Each opinion set forth below relating to the binding effect of the Notes is subject to the following general qualifications:

(i)   the enforceability of any obligation of the Trust or otherwise may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, marshalling or other laws and rules affecting the enforcement generally of creditors’ rights and remedies (including such as may deny giving effect to waivers of debtors’ or guarantors’ rights); and

(ii)   the enforcement of any rights may in all cases be subject to an implied duty of good faith and general principles of equity (regardless of whether such enforceability is considered in a proceeding at law or in equity).

This opinion letter is limited solely to the internal, substantive laws of the State of New York as applied by courts located in New York without regard to choice of law.

Navient Funding, LLC

February 26, 2015

Page 3

Based upon and subject to the foregoing, we are of the opinion that the Notes, when duly authorized by all requisite statutory trust action on the part of the Trust, executed by the Eligible Lender Trustee and authenticated by the Indenture Trustee in accordance with the Indenture, and delivered against payment in accordance with the Underwriting Agreement will be entitled to the benefits of the Indenture and enforceable against the Trust in accordance with their terms.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the references to this firm under the heading “Legal Matters” in the Base Prospectus and in the Prospectus Supplement.  In rendering the foregoing opinions and giving such consent, we do not admit that we are “experts” within the meaning of the Securities Act.

Very truly yours,

/s/ Morgan, Lewis & Bockius LLP

EX-5.2

Exhibits 5.2 and 23.2

[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]

February 26, 2015

To Each Of The Persons Listed

 On Schedule A Attached Hereto

Re: Navient Student Loan Trust 2015-1

Ladies and Gentlemen:

We have acted as special Delaware counsel to Navient Student Loan Trust 2015-1 (the “Trust”), a Delaware statutory trust created pursuant to the Trust Agreement, dated as of February 4, 2015, between Navient Funding, LLC, a Delaware limited liability company, as depositor (the “Depositor”), and Wells Fargo Delaware Trust Company, N.A., a national banking association, as owner trustee (the “Owner Trustee”), as amended and restated by the Amended and Restated Trust Agreement, dated as of February 26, 2015 (as amended and restated, the “Trust Agreement”), among the Depositor, the Owner Trustee and Wells Fargo Bank, N.A., a national banking association, as indenture trustee (the “Indenture Trustee”), acting as excess distribution certificate paying agent and excess distribution certificate registrar.  Capitalized terms used herein and not otherwise defined are used as defined in Appendix A to the Indenture (as defined below), except that reference herein to any document shall mean such document as in effect on the date hereof.

We have examined originals or copies of the following documents:

(a) The Trust Agreement;

(b) The Funding Interim Trust Agreement, dated as of February 26, 2015, between the Depositor and Wells Fargo Bank, N.A., as interim eligible lender trustee (the "the Interim Eligible Lender Trustee");

(c) The Blue Ridge Funding Interim Trust Agreement, dated as of February 26, 2015, between Blue Ridge Funding LLC and the Blue Ridge Funding Eligible Lender Trustee;

To Each Of The Persons Listed

 On Schedule A Attached Hereto

February 26, 2015

Page 2

(d) The VL Funding Interim Trust Agreement, dated as of February 26, 2015, between VL Funding LLC and the VL Funding Eligible Lender Trustee;

(e) The Red Wolf Funding Interim Trust Agreement, dated as of February 26, 2015, between Red Wolf Funding, LLC and Red Wolf Funding Eligible Lender Trustee (the items listed in (b) through (e) above are hereinafter collectively referred to as the “Interim Trust Agreements”);

(f) The Indenture, dated as of February 26, 2015 (the “Indenture”), among the Trust, as the issuer, Wells Fargo Bank, N.A., as eligible lender trustee (the “Eligible Lender Trustee”), and the Indenture Trustee;

(g) The Eligible Lender Trust Agreement, dated as of February 26, 2015 (the “Eligible Lender Trust Agreement”), between the Trust and the Eligible Lender Trustee;

(h) The Administration Agreement, dated as of February 26, 2015, among Navient Solutions, Inc., as administrator (the “Administrator”) and as servicer (the “Servicer”), the Depositor, the Trust,  the Indenture Trustee and the Eligible Lender Trustee;

(i) The Servicing Agreement, dated as of February 26, 2015, by and among the Servicer, the Administrator, the Trust, the Indenture Trustee, and the Eligible Lender Trustee;

(j) The Sale Agreement, dated as of February 26, 2015, among the Eligible Lender Trustee on behalf of the Trust, the Trust, the Interim Eligible Lender Trustee and the Depositor (the items listed in (f) through (j) above are hereinafter collectively referred to as the “Trust Documents”);

(k) The Notes being issued today (the “Notes”);

(l) A form of the Excess Distribution Certificate (the “Certificate”);

(m) A certificate of the Owner Trustee;

(n) A certified copy of the certificate of trust of the Trust which was filed with the office of the Secretary of State of the State of Delaware (the “Secretary of State”) on February 4, 2015 (the “Certificate of Trust”); and

(o) A Certificate of Good Standing for the Trust, dated February 26, 2015, obtained from the Secretary of State.

To Each Of The Persons Listed

 On Schedule A Attached Hereto

February 26, 2015

Page 3

We have not reviewed any documents other than the foregoing documents for purposes of rendering our opinions as expressed herein, and we have assumed that there exists no provision of any such other document that bears upon or is inconsistent with our opinions as expressed herein.  We have conducted no independent factual investigation of our own but have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

Based upon the foregoing and upon an examination of such questions of law as we have considered necessary or appropriate, and subject to the assumptions, exceptions and qualifications set forth below, we advise you that, in our opinion:

1.           The Trust has been duly formed and is validly existing as a statutory trust under Delaware Statutory Trust Act, 12 Del. C. § 3801, et seq. (the “Act”).

2.           The Trust has the power and authority under the Act and the Trust Agreement to execute, deliver and perform its obligations under the Trust Documents, to issue the Notes and the Certificate and to grant the Collateral to the Indenture Trustee as security for the Notes.

3.           The Trust has duly authorized the Certificate, and when the Certificate has been duly executed and authenticated by the Owner Trustee and delivered upon the order of the Depositor in accordance with the Trust Agreement, the Certificate will be validly issued and entitled to the benefits of the Trust Agreement.

4.           The Trust Documents and the Notes have been duly authorized by the Trust.

5.           The Trust Agreement is a legal, valid and binding obligation of the Depositor and the Owner Trustee, enforceable against the Depositor and the Owner Trustee, in accordance with its terms.

6.           Each of the Interim Trust Agreements and the Eligible Lender Trust Agreement is a legal, valid and binding obligation of the Depositor and the Interim Eligible Lender Trustee, Blue Ridge Funding LLC and the Blue Ridge Funding Eligible Lender Trustee, VL Funding LLC and the VL Funding Eligible Lender Trustee, Red Wolf Funding, LLC and the Red Wolf Funding Eligible Lender Trustee and the Trust and the Eligible Lender Trustee, respectively, enforceable against such parties in accordance with its respective terms.

7.           Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of any of the transactions contemplated thereby, requires the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency of the State of Delaware, other than the filing of the Certificate of Trust and any financing statements with the Secretary of State.

To Each Of The Persons Listed

 On Schedule A Attached Hereto

February 26, 2015

Page 4

8.           Neither the execution, delivery and performance by the Trust of the Trust Documents, nor the consummation by the Trust of the transactions contemplated thereby, is in violation of the Trust Agreement or of any law, rule or regulation of the State of Delaware applicable to the Trust.

9.           Based solely on an inquiry on February 25, 2015, limited to, and solely to the extent reflected on the results of computer searches of court dockets in the File & ServeXpress efile system for active cases of the Courts of Chancery of the State of Delaware and of the Superior Courts of the State of Delaware, and in the PACER efile system for active cases of the United States District Court for the District of Delaware and of the United States Bankruptcy Court sitting in the State of Delaware, we are not aware of any legal or governmental proceedings pending against the Trust in the State of Delaware.

The foregoing opinions are subject to the following exceptions, qualifications and assumptions:

A.           We are admitted to practice law in the State of Delaware and we do not hold ourselves out as being experts on the law of any other jurisdiction.  The foregoing opinions are limited to the laws of the State of Delaware currently in effect.  We express no opinion with respect to (i) federal laws, including without limitation, the Securities Act of 1933, as amended, the Securities Exchange Act of 1934, as amended, the Trust Indenture Act of 1939, as amended, and the Investment Company Act of 1940, as amended, (ii) state tax, insurance, securities or blue sky laws or (iii) laws relating to the particular nature of the Trust assets.

B.           We have assumed (i) except to the extent provided in paragraph 1 above, the valid existence of each party to the documents examined by us under the laws of the jurisdiction governing its organization, (ii) except to the extent provided in paragraph 2 above, that each party has the power and authority to execute and deliver, and to perform its obligations under, the documents examined by us, (iii) the legal capacity of natural persons who are signatories to the documents examined by us, (iv) except to the extent provided in paragraphs 3 and 4 above, that each party has duly authorized, executed and delivered the documents examined by us, (v) that the Trust Agreement, the Interim Trust Agreements and the Eligible Lender Trust Agreement, respectively, each constitutes the entire agreement among the parties thereto with respect to the subject matter thereof, including, without limitation, the creation, operation and termination of the Trusts created thereby, and that the Trust Agreement, the Interim Trust Agreements, the Eligible Lender Trust Agreement and the Certificate of Trust for the Trust are in full force and effect and have not been amended, (vi) except to the extent provided in paragraphs 7 and 8 above, that the execution, delivery and performance of the documents examined by us by each of the parties thereto does not require the consent or approval of, the withholding of objection on the part of, the giving of notice to, the filing, registration or qualification with, or the taking of any other action in respect of, any governmental authority or agency applicable to it or any of its property or violate any agreement, indenture or instrument to

To Each Of The Persons Listed

 On Schedule A Attached Hereto

February 26, 2015

Page 5

which it is a party or by which it is bound or any provision of any law, rule, regulation, judgment, order, writ, injunction or decree of any court or governmental authority applicable to it or any of its property, (vii) that the Trust derives no income from or connected with sources within the State of Delaware and has no assets, activities (other than having a Delaware trustee as required by the Act and the filing of documents with the Secretary of State) or employees in the State of Delaware, (viii) that the application of the laws of the State of Delaware to the Interim Trust Agreements and the Eligible Lender Trust Agreement would not be contrary to a fundamental policy of a jurisdiction (other than the State of Delaware) that (a) would be the jurisdiction of applicable law in the absence of an effective choice of law and (b) has a materially greater interest than the State of Delaware in the determination of a particular issue relating to the Interim Trust Agreements or the Eligible Lender Trust Agreement, and (ix) the transactions described in and relating to the Interim Trust Agreements and the Eligible Lender Trust Agreement have a substantial, reasonable and material relationship with the State of Delaware and there is a reasonable basis for the choice of the laws of the State of Delaware to govern the Interim Trust Agreements and the Eligible Lender Trust Agreement.

C.           The foregoing opinions regarding enforceability are subject to (i) applicable bankruptcy, insolvency, liquidation, moratorium, receivership, reorganization, fraudulent transfer and similar laws relating to and affecting the rights and remedies of creditors generally, (ii) principles of equity, including applicable law relating to fiduciary duties (regardless of whether considered and applied in a proceeding in equity or at law), (iii) applicable public policy with respect to the enforceability of provisions relating to exculpation, indemnification or contribution and (iv) judicial imposition of an implied covenant of good faith and fair dealing.

D.           We have assumed that all signatures on documents examined by us are genuine, that all documents submitted to us as originals are authentic, and that all documents submitted to us as copies conform with the originals, which facts we have not independently verified.

E.           We express no opinion as to the creation, attachment, perfection or priority of any mortgage or security interest or the nature or validity of title to any property.

F.           We have not participated in the preparation of any offering materials with respect to the Notes and the Certificate and assume no responsibility for their contents.

G.           Notwithstanding any provision in the Trust Agreement or any Trust Document to the contrary, we note that upon the occurrence of an event of dissolution of the Trust, the Trust cannot make any payments or distributions to the beneficial owners of the Trust until creditors' claims are either paid in full or reasonable provision for payment thereof has been made.

H.           With respect to the Trust Agreement, we express no opinion as to the validity or enforceability of provisions that purport to (i) restrict any right that a party may have to apply for a judicial dissolution of the Trust, (ii) impose transfer restrictions on the Certificateholders to the extent that a transfer occurs by operation of law or (iii) bind a Person that is not a party to the Trust Agreement.

To Each Of The Persons Listed

 On Schedule A Attached Hereto

February 26, 2015

Page 6

I.           In rendering the opinion set forth in paragraph 6 above, we express no opinion with respect to the enforceability of the choice of Delaware law to govern the administration of the Interim Trust Agreements and the Eligible Lender Trust Agreement or the enforceability of any provision of the Interim Trust Agreements or the Eligible Lender Trust Agreement that involves a matter of administration of the Interim Trust Agreements or the Eligible Lender Trust Agreement to the extent that such administration is materially conducted outside of Delaware.

This opinion may be relied upon by you in connection with the matters set forth herein.  Otherwise, without our prior written consent, this opinion may not be furnished or quoted to, or relied upon by, any other person or entity for any purpose; provided, however, copies of this opinion letter may be posted by the Trust or the Administrator to a password protected website accessible by any non-hired “nationally recognized statistical rating organization” (an “NRSRO”) that provides to the Trust or the Administrator the certification required by subsection (e) of Rule 17g-5 under the Securities Exchange Act of 1934, as amended (or any successor provision to such subsection) (“Rule 17g-5”), and agrees to keep this opinion letter confidential as contemplated by Rule 17g-5; provided, that no such NRSRO will be entitled to rely on this opinion letter, and each such NRSRO, by accessing a copy of this opinion letter, will be deemed to have agreed to comply with the terms of this sentence and not to provide copies of this opinion letter to any other person.

Very truly yours,

/s/  Richards, Layton & Finger, P.A.

EAM/MFC/cef

SCHEDULE A

Wells Fargo Bank, N.A. Wells Fargo Delaware Trust Company, N.A. Navient Funding, LLC Navient Solutions, Inc. Navient Credit Finance Corporation Navient Student Loan Trust 2015-1 Fitch Ratings, Inc. Moody’s Investors Service, Inc. DBRS, Inc. Blue Ridge Funding LLC VL Funding LLC Red Wolf Funding, LLC Barclays Capital Inc. J.P. Morgan Securities LLC Merrill Lynch, Pierce, Fenner & Smith Goldman, Sachs & Co. RBS Securities Inc. RBC Capital Markets, LLC Wells Fargo Securities, LLC Credit Suisse Securities (USA) LLC Deutsche Bank Securities Inc.

EX-8.1

Exhibits 8.1 and 23.3

[LETTERHEAD OF SHEARMAN & STERLING, LLP]

February 26, 2015

The Persons Listed on

Schedule I Hereto

Navient Student Loan Trust 2015-1:  Class A-1 Notes, Class A-2 Notes and Class B Notes

Ladies and Gentlemen:

You have requested our opinion as to certain tax consequences related to the issuance of the Class A-1 Notes, Class A-2 Notes and Class B Notes (collectively, the “Notes”) by the Navient Student Loan Trust 2015-1 (the “Trust”).  The Trust is a Delaware statutory trust that was newly formed pursuant to the short-form trust agreement, dated as of February 4, 2015, between Navient Funding, LLC, a Delaware limited liability company (the “Company”), and Wells Fargo Delaware Trust Company, N.A., as owner trustee (the “Owner Trustee”), as amended and restated by the amended and restated trust agreement, dated as of February 26, 2015 (collectively, the “Trust Agreement”), among the Company, the Owner Trustee and Wells Fargo Bank, N.A., as indenture trustee (the “Indenture Trustee”).  Capitalized terms used herein and not otherwise defined are used as defined in the indenture, dated as of February 26, 2015 (the “Indenture”), by and among the Trust, Wells Fargo Bank, N.A., as eligible lender trustee (the “Eligible Lender Trustee”) and the Indenture Trustee, including, without limitation, Appendix A thereto.

In connection with the issuance of the Notes, we have participated in the preparation of the base prospectus, dated February 12, 2015 (the “Base Prospectus”), the preliminary prospectus supplement, dated February 17, 2015 (the “Preliminary Prospectus Supplement”), the initial ratings free writing prospectus, dated February 17, 2015 (the “Initial Ratings FWP”), the Exhibit I free writing prospectus, dated February 17, 2015 (the “Exhibit I FWP”), the rep lines free writing prospectus, dated February 17, 2015 (the “Replines FWP”), the prospectus supplement, dated February 18, 2015 (the “Prospectus Supplement”), the final free writing prospectus, dated February 18, 2015 (the “Final Ratings FWP”) and the Registration Statement on Form S-3 (File No. 333-190926), filed with the Securities and Exchange Commission (the “SEC”) and as declared effective on February 6, 2014 (the “Effective Date”) (such Registration Statement, as amended, the “Registration Statement”).

Our opinion is based on an examination of the following documents:

(i) the Base Prospectus;

(ii) the Preliminary Prospectus Supplement;

February 26, 2015

Page 2

(iii) the Initial Ratings FWP;

(iv) the Exhibit I FWP;

(v) the Replines FWP;

(vi) the Prospectus Supplement;

(vii) the Final Ratings FWP;

(viii) the Registration Statement;

(ix) the Trust Agreement;

(x) the Eligible Lender Trust Agreement;

(xi) the Funding Interim Trust Agreement;

(xii) the Blue Ridge Funding Interim Trust Agreement;

(xiii) the VL Funding Interim Trust Agreement;

(xiv) the Red Wolf Funding Interim Trust Agreement;

(xv) the Navient CFC Purchase Agreement;

(xvi) the Blue Ridge Funding Purchase Agreement;

(xvii) the VL Funding Purchase Agreement;

(xviii) the Red Wolf Funding Purchase Agreement;

(xix) the Sale Agreement;

(xx) the Servicing Agreement;

(xxi) the Administration Agreement; and

(xxii) the Indenture.

We have also examined such other documents, instruments, e-mails and other correspondence and information related to or incidental to the transactions covered by the Base Prospectus, the Preliminary Prospectus Supplement, the Initial Ratings FWP, the Exhibit I FWP, the Replines FWP, the Prospectus Supplement and the Final Ratings FWP as we have considered necessary as a basis for our opinion.  Our opinion assumes that all facts stated or assumed and all representations contained in the foregoing documents are correct and that the parties thereto will comply with the terms thereof.

February 26, 2015

Page 3

Our opinion is based, in addition to the foregoing, upon the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, Treasury regulations, the European Union Council Directive 2003/48/EC of 3 June 2003 on the taxation of savings income in the form of interest payments (the “Directive”) and other applicable authorities.  The statutory provisions, regulations and interpretations and the Directive upon which our opinion is based are subject to change, and such changes could apply retroactively.  In addition, there can be no assurance that positions contrary to those stated in our opinion will not be asserted by the Internal Revenue Service (the “IRS”) or another relevant taxing authority, or sustained, if asserted.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals or copies and the conformity to original documents of all documents submitted to us as copies.  We have also assumed that all forms relating to U.S. federal income tax, whether filed with the IRS or delivered to parties in the transaction, have been and will be timely filed and are true, correct, validly executed and are in full compliance with applicable law.  As to any facts material to the opinions expressed herein which were not independently established or verified, we have relied upon statements, representations and certifications of officers and other representatives of the Company and others.

Based upon the foregoing, we are of the opinion that:

(i)           The Notes will constitute indebtedness for U.S. federal income tax purposes.

(ii)           For U.S. federal income tax purposes, the Trust will not constitute a publicly traded partnership taxable as a corporation, and, on the assumption that the Trust has not elected affirmatively to be classified as an association, the Trust will not constitute an association taxable as a corporation.

(iii)           The statements set forth under the captions “Summary of Terms — Tax Considerations” and “U.S. Federal Income Tax Consequences” in the Preliminary Prospectus Supplement and in the Prospectus Supplement and under the captions “Prospectus Summary — Tax Considerations,” “U.S. Federal Income Tax Consequences,” “European Union Directive on the Taxation of Savings Income,” “State Tax Consequences” and “Appendix L — Global Clearance, Settlement and Tax Documentation Procedures” in the Base Prospectus, to the extent that they constitute matters of law or legal conclusions with respect thereto, have been prepared or reviewed by us and are correct in all material respects.

(iv)           The statements set forth under the captions “Summary of Terms — Tax Considerations” and “U.S. Federal Income Tax Consequences” in the Preliminary Prospectus Supplement and in the Prospectus Supplement and under the captions “Prospectus Summary — Tax Considerations,” “U.S. Federal Income Tax Consequences,” “European Union Directive on the Taxation of Savings Income,” “State Tax Consequences” and “Appendix L — Global Clearance, Settlement and Tax Documentation Procedures” in the Base Prospectus, comply as to form in all material respects with the requirements of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations thereunder, and we do not know of any amendment to the

February 26, 2015

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Registration Statement required to be filed or any contracts or other documents of a character required to be filed as an exhibit to the Registration Statement or required to be incorporated by reference into the Base Prospectus or required to be described in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement or the Prospectus Supplement which are not filed or incorporated by reference or described as required.

In the course of the preparation by the Company of the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Initial Ratings FWP, the Exhibit I FWP, the Replines FWP, the Prospectus Supplement and the Final Ratings FWP, we have participated in telephone conferences and conversations concerning the information contained in such documents with certain officers and other representatives of the Trust, the Company and other parties to the transactions to which this opinion letter pertains, but, except to the extent described in the two preceding paragraphs, we have not ourselves checked the accuracy, completeness or fairness of, or otherwise verified that information.  Although we do not pass upon or assume any responsibility for the accuracy, completeness or fairness of the statements contained in the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Initial Ratings FWP, the Exhibit I FWP, the Replines FWP, the Prospectus Supplement and the Final Ratings FWP on the basis of the information which we gained in the course of the representation referred to above and our examination of the documents referred to herein, considered in light of our understanding of applicable law and the experience we have gained through our practice, nothing has come to our attention in the course of our review of the Registration Statement, the Base Prospectus, the Preliminary Prospectus Supplement, the Initial Ratings FWP, the Exhibit I FWP, the Replines FWP, the Prospectus Supplement and the Final Ratings FWP which causes us to believe that, as of its Effective Date or as of the date hereof, the Registration Statement, as related to matters opined herein, contained an untrue statement of a material fact or omitted to state a material fact required to be stated therein or necessary to make the statements therein, in light of the circumstances under which they were made, not misleading or that, as of their dates or as of the date hereof, the Base Prospectus, the Preliminary Prospectus Supplement, the Initial Ratings FWP, the Exhibit I FWP, the Replines FWP, the Prospectus Supplement and the Final Ratings FWP as related to matters opined upon herein, contained or contains an untrue statement of a material fact or omitted or omits to state a material fact necessary to make the statements therein, in light of the circumstances under which they were made, not misleading.

We express no opinion with respect to the matters addressed in this opinion other than as set forth above.  We also do not address tax compliance issues and tax form-filing requirements, and we disclaim all responsibility relating to such issues and requirements.  This opinion is solely for the benefit of the addressees hereof and their permitted successors and assigns, and is not to be relied upon for any purpose by any other person or entity.  We do not express any opinions herein as to matters governed by the law of any jurisdiction other than the federal law of the United States of America expressly referred to herein and, to the extent specified, the Directive.  Our opinion speaks only as of the date hereof.  Furthermore, we disclaim any undertaking to advise you of any subsequent changes of the facts stated or assumed herein or any subsequent changes in applicable law.

February 26, 2015

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We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Base Prospectus and the Prospectus Supplement without implying or admitting that we are “experts” within the meaning of the Act or the rules and regulations of the SEC issued thereunder with respect to any part of the Base Prospectus.  In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations promulgated thereunder.  Furthermore, copies of this opinion may be posted by the Trust or the Administrator to a pass-word protected website accessible by any nonhired “nationally recognized statistical rating organization” (an “NRSRO”) that provides to the Trust or the Administrator the certification required by subsection (e) of Rule 17g-5 under the Securities Exchange Act of 1934, as amended (or any successor provision to such subsection) (“Rule 17g-5”), and which NRSRO agrees to keep this opinion letter confidential as contemplated by Rule 17g-5; provided, that no such NRSRO will be entitled to rely on this opinion letter, and each such NRSRO, by accessing a copy of this opinion letter, will be deemed to have agreed to comply with the terms of this sentence and not to provide copies of this opinion letter to any other person.

Very truly yours,

/s/ Shearman & Sterling, LLP

ACG

KMG

MJL

February 26, 2015

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Schedule I

Navient Funding, LLC 2001 Edmund Halley Drive Reston, Virginia 20191   Navient Credit Finance Corporation 2001 Edmund Halley Drive Reston, Virginia 20191   Navient Solutions, Inc. 2001 Edmund Halley Drive Reston, Virginia 20191   Blue Ridge Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   VL Funding LLC 2001 Edmund Halley Drive Reston, Virginia 20191   Red Wolf Funding, LLC 2001 Edmund Halley Drive Reston, Virginia 20191   Wells Fargo Delaware Trust Company, N.A. 919 North Market Street, Suite 1600 Wilmington, Delaware 19801 Wells Fargo Bank, N.A. 625 Marquette Avenue Minneapolis, Minnesota 55402   DBRS, Inc. 140 Broadway, 35th Floor New York, NY 10005   Moody’s Investors Service, Inc. ABS Monitoring Department 7 World Trade Center 250 Greenwich Street New York, New York 10007 J.P. Morgan Securities LLC 383 Madison Avenue, 31st Floor New York, New York 10179   RBC Capital Markets, LLC 3 World Financial Center 200 Vesey Street New York, New York 10281   Wells Fargo Securities, LLC 550 South Tryon Street, 5th Floor Charlotte, North Carolina 28202   Barclays Capital Inc. 745 Seventh Avenue, 5th Floor New York, New York 10019   Merrill Lynch, Pierce, Fenner & Smith Incorporated NY1-100-04-01 One Bryant Park New York, New York 10036   Credit Suisse Securities (USA) LLC Eleven Madison Avenue New York, New York 10010-3629   Deutsche Bank Securities Inc. 60 Wall Street New York, New York 10005   Goldman, Sachs & Co. 200 West Street, 7th Floor New York, New York 10282   RBS Securities Inc. 600 Washington Boulevard Stamford, Connecticut 06901   Fitch Ratings One State Street Plaza, 32nd Floor New York, New York 10004