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                                                                     Exhibit 5
                                      January 27, 1998


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"), an aggregate of
8,826 shares (the "Shares") of common stock of the Company, par value $.01 per
share, issuable upon the exercise of options granted under the ABC/EA Home
Software, Inc. 1994 Stock Option Plan (the "ABC/EA Plan") and the Creative
Wonders, Inc. 1997 Stock Option Plan (the "Creative Wonders 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 ABC/EA Plan, (iii) the Creative Wonders Plan,
(iv) the Restated Certificate of Incorporation and the Bylaws of the Company, as
amended, each as currently in effect, (v) certain resolutions adopted by the
Board of Directors of the Company relating to the issuance of the Shares and
certain related matters, and (vi) 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 ABC/EA Plan and the Creative Wonders
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
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                                               Neal S. Winneg
                                               General Counsel