Exhibit 5

Coudert Brothers
1114 Avenue of the Americas
New York,  New York 10036

(212) 626-4400

December 11, 1996

Scholastic Corporation
555 Broadway
New York, New York 10012

Re:      Scholastic Corporation
         Registration Statement on Form S-3

Dear Sirs:
   
We have acted as counsel to Scholastic Corporation, a Delaware corporation (the
"Company"), in connection with the preparation of the registration statement of
the Company on Form S-3 (File No. 333-17365) filed with the Securities and
Exchange Commission (the "Commission") on December 6, 1996, as amended by
Amendment to No. 1 thereto filed with the Commission on December 11, 1996 (the
registration statement as so amended, the "Registration Statement"), relating to
the registration under the Securities Act of 1933, as amended, of (a) shares of
its common stock, $0.01 par value per share (the "Common Stock"), (b) shares of
its preferred stock, $1 par value per share (the "Preferred Stock"), in one or
more series, and (c) unsecured senior or subordinated debt securities of the
Company (the "Debt Securities") or any combination of the foregoing, either
individually or as units consisting of one or more of the foregoing, each on
terms to be determined at the time of sale, having an aggregate initial public
offering price of U.S. $175,000,000 or the equivalent thereof. The Common Stock,
the Preferred Stock and the Debt Securities are collectively referred to herein
as the "Securities."
    

         In so acting, we have examined originals, or copies identified to our 
satisfaction, of such documents, corporate records, certificates of public 
officials and officers of the Company and of such other instruments as we have 
deemed relevant or necessary for the purpose of this opinion.

         In rendering this opinion, we have assumed the authenticity of all
documents submitted to us as originals and the conformity with originals of all
documents submitted to us as copies, and we have assumed the genuineness of the
signatures of the respective parties to such documents.





Scholastic Corporation

December 11, 1996
Page 2

         Based upon the foregoing, and having regard for legal considerations
that we deem relevant, we are of the opinion that:

         1.  The Company has been duly incorporated and is validly 
existing as a corporation in good standing under the laws of the State of  
Delaware.

         2.  With respect to the Common Stock, when (a) the Board of Directors
of the Company or a duly authorized committee of the Board (such Board of
Directors or committee being referred to herein as the "Board") has taken all
necessary corporate action to approve the issuance of and establish the terms
of the offering of the Common Stock and related matters and (b) the Common
Stock has been issued, sold and delivered in the manner and for the
consideration (not less than the par value of the Common Stock) stated in the
applicable definitive purchase, underwriting or similar agreement, or upon
conversion, exchange or exercise of any other Security in accordance with the
terms of such Security or the instrument governing such Security providing for
such conversion, exchange or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value of the Common
Stock), the Common Stock will be duly authorized, validly issued, fully paid
and nonassessable.

         3.  With respect to the Preferred Stock, when (a) the Board has taken
all necessary corporate action to approve the issuance of and establish the
terms of any particular series of Preferred Stock, the offering thereof and
related matters, including the filing of a certificate of designation
conforming to the Delaware General Corporation Law regarding the Preferred
Stock with the Secretary of State of the State of Delaware, and (b) the
Preferred Stock has been issued, sold and delivered in the manner and for the
consideration (not less than the par value of the Preferred Stock) stated in
the applicable definitive purchase, underwriting or similar agreement, or upon
conversion, exchange or exercise of any other security in accordance with the
terms of such Security or the instrument governing such Security providing for
such conversion, exchange or exercise as approved by the Board, for the
consideration approved by the Board (not less than the par value of the
Preferred Stock), the Preferred Stock will be duly authorized, validly issued,
fully paid and nonassessable.

         4.  With respect to the Debt Securities to be issued under the senior
debt indenture filed as Exhibit 4.1 to the Registration Statement (the "Senior
Debt Indenture"), when (a) the Senior Debt Indenture has been duly qualified
under the Trust Indenture Act of 1939, as amended (the "Trust Indenture Act"),
(b) the Board has taken all necessary corporate action to approve the issuance
of and establish the terms of such Debt Securities, the terms of the offering
and related matters, (c) the Debt Securities have been executed and
authenticated in accordance with the terms of the Senior Debt Indenture and (d)
the Debt Securities have been issued, sold and delivered in the manner and for
the consideration stated in the applicable definitive purchase, underwriting or
similar agreement approved by the Board, upon payment of the consideration
provided for therein, the Debt Securities to be issued under the Senior Debt
Indenture will be legal, valid and binding obligations of the Company,

enforceable





Scholastic Corporation
December 11, 1996
Page 3

against the Company in accordance with their terms, except that enforcement
thereof may be limited by bankruptcy, insolvency, reorganization or other
similar laws affecting generally the enforcement of creditors' rights and by
equitable principles of general application (whether applied at law or in
equity).

         5.  With respect to the Debt Securities to be issued under the 
subordinated debt indenture filed as Exhibit 4.2 to the Registration Statement
(the "Subordinated Debt Indenture"), when (a) the Subordinated Debt Indenture
has been duly qualified under the Trust Indenture Act, (b) the Board has taken
all necessary corporate action to approve the issuance of and establish the
terms of such Debt Securities, the terms of the offering and related matters,
(c) the Debt Securities have been executed and authenticated in accordance with
the terms of the Subordinated Debt Indenture and (d) the Debt Securities have
been issued, sold and delivered in the manner and for the consideration stated
in the applicable definitive purchase, underwriting or similar agreement
approved by the Board, upon payment of the consideration provided for therein,
the Debt Securities to be issued under the Subordinated Debt Indenture will be
legal, valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms, except that enforcement thereof may be
limited by bankruptcy, insolvency, reorganization or other similar laws
affecting generally the enforcement of creditors' rights and by equitable
principles of general application (whether applied at law or in equity).

         In connection with our opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such Security, the Registration
Statement and any amendments thereto (including post-effective amendments) will
have been declared effective, a prospectus supplement will have been prepared
and filed with the Commission describing the Securities offered thereby, the
authorization of such Security will not have been modified or rescinded by the
Board and there will not have occurred any change in law affecting the validity
or enforceability of such Security. We have also assumed that none of the terms
of any Security to be established subsequent to the date hereof, nor the
issuance and delivery of such Security or the compliance by the Company with
the terms thereof, will violate any applicable federal or state law or will
result in a violation of any provision of any instrument or agreement then
binding upon the Company or any restriction imposed by any court or
governmental body having jurisdiction over the Company. Insofar as the
foregoing opinions relate to the legality, validity, binding effect or
enforceability of any agreement or obligation of the Company, we have assumed
that the Company and each other party to any such agreement or obligation has
satisfied those legal requirements that are applicable to the extent necessary
to make such agreement or obligation enforceable against it (except that no
such assumption is made as to the Company regarding matters of the Federal law

of the United States of America, the law of the State of New York or the
General Corporation Law of the State of Delaware). We have also assumed that
the interest rate on any Securities will not exceed the maximum rate permitted
by law.





Scholastic Corporation
December 11, 1996
Page 4

         We are members of the bar of the State of New York and we express no
opinion as to any laws other than the Federal laws of the United States of
America, the General Corporation Law of the State of Delaware and the laws of
the State of New York.

         We hereby consent to the filing of this opinion with the Commission in
connection with the filing of the Registration Statement referred to above. We
also consent to the use of our name in the related prospectus and any
prospectus supplement under the heading "Validity of the Securities." The
opinions expressed herein are intended solely for your use and may not be
relied upon by any other person.


Very truly yours,


/s/ Coudert Brothers