EXHIBIT 5


                        [LETTERHEAD OF COUDERT BROTHERS]


December 1, 1998

Scholastic Corporation
555 Broadway
New York, NY  10012


Ladies and Gentlemen:


      We are rendering our opinion with respect to the legality of 150,000
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 Management Stock Purchase 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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