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                                                                       Exhibit 5

                                                  December 16, 1997


The Learning Company, Inc.
One Athenaeum Street
Cambridge, MA 02142

     Re: Registration Statement on Form S-8

Ladies and Gentlemen:

     I am Vice President and General Counsel of The Learning Company, Inc., a
Delaware corporation (the "Company"), and am issuing this opinion in connection
with the Registration Statement on Form S-8 being filed by the Company with the
Securities and Exchange Commission (the "Commission") on the date hereof (the
"Registration Statement") for the purpose of registering with the Commission
under the Securities Act of 1933, as amended (the "1933 Act"), 3,500,000 shares
(the "Shares") of common stock of the Company, par value $.01 per share,
issuable upon the exercise of options granted under the Company's 1996
Non-Employee Director Stock Option Plan (the "1996 Plan"), the Company's 1997
Employee Stock Purchase Plan (the "1997 Plan") and the Company's Long Term
Equity Incentive Plan (the "Equity Incentive Plan").

     In this connection, I have examined and am familiar with originals or
copies, certified or otherwise identified to my satisfaction, of (i) the
Registration Statement, (ii) the 1996 Plan, (iii) the 1997 Plan, (iv) the Equity
Incentive Plan, (v) the Restated Certificate of Incorporation and the Bylaws of
the Company, as amended, each as currently in effect, (vi) certain resolutions
adopted by the Board of Directors of the Company relating to the issuance of the
Shares and certain related matters, and such other documents, certificates and
records as I have deemed necessary or appropriate as a basis for the opinions
set forth herein. In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents submitted to me as originals, the conformity to original documents of
all documents submitted to me as certified, conformed or photostatic copies and
the authenticity of the originals of such copies. As to any facts material to
the opinions expressed herein which I have not independently established or
verified, I have relied upon statements and representations of officers and
other representatives of the Company and others.

     I am admitted to the Bar of the Commonwealth of Massachusetts and do not
purport to be an expert on, or express any opinion concerning, any law other
than the substantive law of the Commonwealth of Massachusetts.

     Based upon and subject to the foregoing, I am of the opinion that the
Shares have been duly authorized for issuance and, when Shares have been paid
for and certificates therefor have been issued and delivered upon exercise of
options in accordance with the terms of the 1996 Plan, the 1997 Plan and the
Equity Incentive Plan as contemplated by the Registration Statement, the Shares
will be validly issued, fully paid and nonassessable.

     I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the 1933
Act or the rules and regulations of the Commission promulgated thereunder.

     This opinion is furnished by me, as counsel to the Company, in connection
with the filing of the Registration Statement and, except as provided in the
immediately preceding paragraph, is not to



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be used, circulated, quoted for any other purpose or otherwise referred to or
relied upon by any other person without the express written permission of the
Company.


                                                  Very truly yours,

                                                  /s/ Neal S. Winneg
                                                  ------------------------------
                                                  Neal S. Winneg
                                                  General Counsel