Education Funding Capital Trust-IV c/o U.S. Bank National Association, as Co- Owner Trustee CN-WN-06CT 425 Walnut Street, 6th Floor Cincinnati, Ohio 45202

EXHIBIT 5.1

May 12, 2004

U.S. Bank National Association,     as Indenture Trustee CN-WN-06CT 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx, Xxxx 00000		Citigroup Global Markets Inc.,     as Representative of the Underwriters     named in the Underwriting Agreement     dated May 3, 2004 000 Xxxxxxxxx Xxxxxx, 00xx Xxxxx Xxx Xxxx, Xxx Xxxx 00000
Education Funding Capital Trust-IV     c/o U.S. Bank National Association,     as Co-Owner Trustee CN-WN-06CT 000 Xxxxxx Xxxxxx, 0xx Xxxxx Xxxxxxxxxx, Xxxx 00000

Re: Education Funding Capital Trust-IV

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 May 5, 2004 and the Prospectus Supplement dated May 5, 2004 (together, the “Prospectus”) with respect to the Series A-1 Education Loan Backed Notes, Series A-2 Education Loan Backed Notes, Series A-3 Education Loan Backed Notes, Series A-4 Education Loan Backed Notes, Series A-5 Education Loan Backed Notes, Series A-6 Education Loan Backed Notes, and Series B-1 Education Loan Backed Notes, (the “Notes”) to be issued by Education Funding Capital Trust-IV, 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 May 1, 2004, as supplemented by the First Supplemental Indenture of Trust dated as of May 1, 2004 (collectively, the “Indenture”) among the Issuer, Fifth Third Bank, as eligible lender trustee on behalf of the Issuer (the “Eligible Lender Trustee”) and U.S. Bank National Association 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;

(iii) the Trust Agreement dated as of April 2, 2004 and the Amended and Restated Trust Agreement dated as of May 1, 2004, relating to the Issuer among the Depositor, Wilmington Trust Company, not in its individual capacity but solely as Owner Trustee and U.S. Bank National Association, not in its individual capacity but solely as Co-Owner Trustee (collectively, the “Trust Agreement”);

U.S. Bank National Association

Education Funding Capital Trust-IV

Citigroup Global Markets Inc.

May 12, 2004

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(iv) the Indenture; and

(v) 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 May 3, 2004 among Education Lending Group, Inc., the Depositor, Education Lending Services, Inc., the Issuer and Citigroup Global Markets Inc. as representative of the underwriters named therein (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 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.

U.S. Bank National Association

Education Funding Capital Trust-IV

Citigroup Global Markets Inc.

May 12, 2004

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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