EXHIBIT 5


                        [LETTERHEAD OF COUDERT BROTHERS]


August 26, 1998

Scholastic Corporation
555 Broadway
New York, NY  10012


Ladies and Gentlemen:


         We are  rendering  our  opinion  with  respect to the  legality  of the
180,000  shares of Common  Stock,  par value $.01 per share (the  "Shares"),  of
Scholastic  Corporation,  a  Delaware  corporation  (the  "Company"),   issuable
pursuant to the Scholastic Corporation 1997 Outside Directors' Stock Option Plan
(the "Plan"),  which shares are being  registered  under the  Securities  Act of
1933, as amended,  pursuant to the Company's  Registration Statement on Form S-8
(the "Registration Statement").

         As  counsel  to  the  Company,  we  are  familiar  with  the  corporate
proceedings  taken by the  Company  in  connection  with the  authorization  for
issuance of the  Shares,  and we have  examined  such  corporate  records of the
Company and other  instruments  and  documents as we have deemed  necessary  for
purposes of the opinion herein expressed.

         Based on the  foregoing,  and having  regard  for such other  legal and
factual  considerations we deem relevant, we are of the opinion that the Shares,
upon issuance in accordance with the terms of the Plan, will constitute  legally
and validly issued,  fully paid and nonassessable  shares of the Common Stock of
the Company.

         We hereby  consent to the inclusion of this opinion as Exhibit 5 to the
Registration Statement.

Very truly yours,

/s/ Coudert Brothers
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COUDERT BROTHERS





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