EXHIBIT 5.1
[Draft--6/7/00]
[Letterhead of]
CRAVATH, SWAINE & MOORE
[New York Office]
June [ ], 2000
WRC MEDIA INC.
WEEKLY READER CORPORATION
COMPASSLEARNING CORPORATION
12 3/4% SENIOR SUBORDINATED NOTES DUE 2009
AND
WRC MEDIA INC.
15% SENIOR PREFERRED STOCK DUE 2011
FORM S-4 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as counsel for WRC Media Inc., a Delaware corporation,
Weekly Reader Corporation, a Delaware corporation, and CompassLearning
Corporation, a Delaware corporation (collectively the "Issuers"), in connection
with the filing by the Issuers with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form S-4 (the "Registration
Statement") under the Securities Act of 1933 (the "Act"), relating to the
proposed issuance, in exchange (the "Exchange Offer") for up to $152,000,000
aggregate principal amount of the Issuers' 12 3/4% Senior Subordinated Notes due
2009 (the "Old Notes") and up to $75,000,000 aggregate principal amount of WRC
Media Inc.'s 15% Senior Preferred Stock due 2011, par value $0.01 per share (the
"Old Senior Preferred Stock"), of a like principal amount of the Issuers'
12 3/4% Senior Subordinated Notes due 2009 (the "New Notes"), in the case of the
Old Notes, and 15% Series B Senior Preferred Stock due 2011 (the "New Senior
Preferred Stock"), in the case of the Old Senior
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Preferred Stock. The New Notes are to be issued pursuant to the Indenture dated
as of November 17, 1999 (the "Indenture"), among the Issuers, the subsidiaries
of the Issuers listed on Schedule I (the "Note Guarantors") and Bankers Trust
Company, as trustee (the "Trustee"). The New Senior Preferred Stock is to be
issued pursuant to the Amended Certificate of Designations which was filed with
the Secretary of State of the State of Delaware on June [ ], 2000 (the "Amended
Certificate of Designations"). Capitalized terms used herein and not otherwise
defined shall have the meaning ascribed thereto in the Indenture or the Amended
Certificate of Designations, as applicable.
In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Indenture and the Amended Certificate of
Designations.
Based on the foregoing, we are of opinion as follows:
1. The New Senior Preferred Stock has been duly and validly
authorized by WRC Media Inc. and, when issued and delivered in exchange for the
Old Senior Preferred Stock pursuant to the Shareholders Agreement, will be
validly issued, fully paid and non-assessable.
2. The Indenture has been duly authorized, executed and delivered by
the Issuers and the Note Guarantors, and assuming due authorization, execution
and delivery of the Indenture by the Trustee, constitutes a valid and binding
obligation of the Issuers and the Note Guarantors, enforceable against the
Issuers and the Note Guarantors in accordance with its terms (subject to
applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer or other similar laws affecting creditors' rights generally from time
to time in effect and to general principles of equity, including concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
such enforceability is considered in a proceeding in equity or at law).
3. The New Notes and the new guarantees thereof to be issued by the
Note Guarantors have been duly authorized and, when the New Notes are executed
and authenticated in accordance with the provisions of the
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Indenture and delivered in exchange for the Old Notes pursuant to the Exchange
Offer, the New Notes and the Note Guarantees will constitute valid and binding
obligations of the Issuers and the Note Guarantors entitled to the benefits of
the Indenture and enforceable against the Issuers and the Note Guarantors in
accordance with their terms (subject to applicable bankruptcy, insolvency,
reorganization, moratorium, fraudulent transfer or other similar laws affecting
creditors' rights generally from time to time in effect and to general
principles of equity, including concepts of materiality, reasonableness, good
faith and fair dealing, regardless of whether such enforceability is considered
in a proceeding in equity or at law); in expressing the opinion set forth in
this paragraph 2, we have assumed that the form of the New Notes will conform to
that included in the Indenture.
We hereby consent to the filing of this opinion with the Commission
as exhibit 5.1 to the Registration Statement. We also consent to the reference
to our firm under the caption "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission.
In rendering this opinion, we have, with your approval, relied upon
the opinions dated June [ ], 2000, of Leonard, Street and Deinard Professional
Association and Foley & Lardner, copies of which have been delivered to you, as
to all matters of law covered therein relating to the laws of the States of
Minnesota and Wisconsin, respectively.
Very truly yours,
/s/ Cravath, Swaine & Moore
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WRC Media Inc.
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
Weekly Reader Corporation
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
Compass Learning Corporation
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
486A
SCHEDULE I
NOTE GUARANTORS
World Almanac Education Group, Inc.
Funk & Wagnalls Yearbook Corp.
Lifetime Learning Systems, Inc.
Gareth Stevens, Inc.
American Guidance Service, Inc.
AGS International Sales, Inc.