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                                                                    EXHIBIT 99.5

                             SCHOLASTIC CORPORATION
                            OFFER TO EXCHANGE UP TO
                       $175,000,000 OF 5% NOTES DUE 2013
          WHICH HAVE BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
                                      FOR
                          ALL OUTSTANDING UNREGISTERED
                               5% NOTES DUE 2013

To Our Clients:

    We are enclosing herewith (i) a Prospectus dated April   , 2003 (the
"Prospectus") of Scholastic Corporation (the "Company"), (ii) a related Letter
of Transmittal (which together with the Prospectus constitute the "Exchange
Offer") relating to the offer by the Company to exchange up to $175,000,000
aggregate principal amount of its 5% Notes Due 2013 (the "New Notes"), which
have been registered under the Securities Act of 1933, as amended (the
"Securities Act"), for $175,000,000 aggregate principal amount of its issued and
outstanding unregistered 5% Notes Due 2013 (the "Old Notes"), upon the terms and
subject to the conditions set forth in the Exchange Offer and (iii) an
Instruction to Registered Holder from Beneficial Owner (the "Instruction
Letter").

    PLEASE NOTE THAT THE EXCHANGE OFFER WILL EXPIRE AT 5:00 P.M., NEW YORK CITY
TIME, ON             , 2003 UNLESS EXTENDED. THE EXCHANGE OFFER IS NOT
CONDITIONED UPON ANY MINIMUM NUMBER OF OLD NOTES BEING TENDERED.

    We are the holder of record of Old Notes for your account. A tender of such
Old Notes can be made only by us as the record holder pursuant to your
instructions. The Letter of Transmittal is furnished to you for your information
only and cannot be used by you to tender Old Notes held by us for your account.

    We request instructions as to whether you wish to tender any or all of the
Old Notes held by us for your account pursuant to the terms and conditions of
the Exchange Offer. We also request that you confirm that we may make on your
behalf the representations and warranties contained in the Letter of
Transmittal. In this regard, please complete the enclosed Instruction Letter and
return it to us as soon as practicable.

    Pursuant to the Letter of Transmittal, each holder of Old Notes (a "Holder")
will represent to the Company that (i) the New Notes to be acquired pursuant to
the Exchange Offer will be acquired in the ordinary course of business of the
person acquiring the New Notes, whether or not such person is the Holder,
(ii) neither the Holder nor any person receiving any New Notes directly or
indirectly from the Holder pursuant to the Exchange Offer (if not a
broker-dealer referred to in the last sentence of this paragraph) is engaging or
intends to engage in the distribution of the New Notes and none of them have any
arrangement or understanding with any person to participate in the distribution
of the New Notes, (iii) the Holder and each person receiving any New Notes
directly or indirectly from the Holder pursuant to the Exchange Offer
acknowledge and agree that any person participating in the Exchange Offer for
the purpose of distributing the New Notes (x) must comply with the registration
and prospectus delivery requirements of the Securities Act, in connection with a
secondary resale transaction of the New Notes acquired by such person and
(y) cannot rely on the position of the staff of the Securities and Exchange
Commission (the "Commission") set forth in the Exxon Capital Holdings
Corporation no-action letter (available May 13, 1988) or similar letters,
(iv) the Holder and each person receiving any New Notes directly or indirectly
from the Holder pursuant to the Exchange Offer understand that a secondary
resale transaction described in clause (iii) above should be covered by an
effective registration statement containing the selling security holder
information required by Item 507 or 508 of Regulation S-K of the Commission and
(v) neither the Holder nor any person receiving any New Notes directly or
indirectly from the Holder pursuant to the Exchange Offer is an
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"affiliate" of the Company, as defined under Rule 405 under the Securities Act.
If the Holder is a broker-dealer that will receive New Notes for its own account
in exchange for Old Notes that were acquired as a result of market making or
other trading activities, it acknowledges that it will deliver a prospectus
meeting the requirements of the Securities Act in connection with any resale of
such New Notes received in respect of such Old Notes pursuant to the Exchange
Offer; however, by so acknowledging and by delivering a prospectus, the Holder
will not be deemed to admit that it is an "underwriter" within the meaning of
the Securities Act.

                                          Very truly yours,

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