Exhibit 5.1


                 [Letterhead of Wachtell, Lipton, Rosen & Katz]


                                  April 8, 2004


The Reader's Digest Association, Inc.
Reader's Digest Road
Pleasantville, New York 10570-7000

         RE:  Exchange Offer for up to $300,000,000
              6.5% Senior Notes Due 2011
              Registration Statement on Form S-4 (No. 333-113961)

Ladies and Gentlemen:

     We have acted as special counsel to The Reader's Digest Association, Inc.,
a Delaware corporation (the "Company"), in connection with the preparation and
filing of the above referenced Registration Statement on Form S-4 (as it may be
amended or supplemented, the "Registration Statement"), relating to an offer to
exchange in a transaction registered under the Securities Act of 1933, as
amended (the "Exchange Offer") an aggregate principal amount of up to
$300,000,000 6.5% Senior Notes Due 2011 (collectively, the "Exchange Notes") for
an equal principal amount of its outstanding $300,000,000 6.5% Senior Notes Due
2011 (the "Old Notes").

     The Exchange Notes will be issued under an Indenture dated as of March 3,
2004, (the "Indenture"), between the Company and JPMorgan Chase Bank, as trustee
(the "Trustee").

     In rendering this opinion, we have examined such corporate records and
other documents, including without limitation the Indenture, the Registration
Statement, the form of the Old Notes and the form of the Exchange Notes, and we
have reviewed such matters of law, in each case as we have deemed necessary or
appropriate in connection with giving the opinions set forth herein. In
rendering the opinions set forth herein, we have, with your consent, relied upon
representations of officers of the Company and certificates of public officials
with respect to the accuracy of the factual matters addressed in such
representations and certificates. In addition, in rendering the opinions set
forth herein we have, with your consent, assumed the genuineness of all
signatures or instruments relied upon by us, and the conformity of certified
copies submitted to us with the original documents to which such certified
copies relate.

     Members of our firm are admitted to the Bar in the State of New York, and
the opinions expressed in this letter are limited to the effects of the federal
laws of the United States of America normally applicable, in our experience to
transactions of the type contemplated by the Exchange Offer, the internal laws
of the State of New York (excluding any political subdivision), and the General
Corporation Law of the State of Delaware, and are based upon such law (as such



law is presently interpreted by regulations or published judicial opinions) and
the state of facts that exist as of the date of this letter.

     Based on and subject to the foregoing, and assuming that the Indenture has
been duly authorized, executed and delivered by the Trustee, we are of the
opinion that the Exchange Notes have been duly authorized and, when the
Indenture has been duly qualified under the Trust Indenture Act of 1939, as
amended, and when the Exchange Notes are executed, authenticated and delivered
in accordance with the Indenture, the Exchange Notes will be legally and validly
issued and binding obligations of the Company and will entitle the holders
thereof to the benefits of the Indenture, enforceable against the Company in
accordance with their terms (subject to the effects of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium and similar laws relating to
or affecting creditors' rights generally, from time to time in effect, general
equitable principles (whether considered in a proceeding in equity or at law,
and including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing) and, except with respect to the rights of
indemnification and contribution thereunder, which enforcement thereof may be
limited by federal or state securities laws or the policies underlying such
laws).

     We hereby consent to be named in the Registration Statement and in the
related prospectus contained therein as the attorneys who passed upon the
Exchange Notes and to the filing of a copy of this opinion as Exhibit 5.1 to the
Registration Statement. 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
Securities Act of 1933, as amended.


                                             Very truly yours,

                                             /s/ Wachtell, Lipton, Rosen & Katz