Exhibit 5
[RDA LOGO]
The Reader's Digest Association, Inc.
Reader's Digest Road
Pleasantville, New York 10570-7000
Clifford H.R. DuPree (914) 244-5622
Vice President, Corporate Secretary (914) 244-5007
and Associate General Counsel
July 31, 2000
The Reader's Digest Association, Inc.
Pleasantville, NY 10570-7000
Ladies and Gentlemen:
I am Vice President, Corporate Secretary and Associate General
Counsel of The Reader's Digest Association, Inc., a Delaware
corporation (the "Company"), and have acted as counsel to the
Company in connection with the authorization for issuance of
6,500,000 shares of Class A Nonvoting Common Stock, par value
$.01 per share (the "Shares"), of The Reader's Digest
Association, Inc. reserved for issuance under The Reader's Digest
Association, Inc. 1994 Key Employee Long Term Incentive Plan (the
"Plan"). In so acting, I have examined such documents and
records and matters of law as I have deemed necessary for the
purposes of this opinion.
Based upon such examination, I am of the opinion that the Shares
will, when issued in accordance with the terms of the Plan, be
legally issued, fully paid and non-assessable.
I hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of my name in the
Registration Statement.
Very truly yours,
/s/CLIFFORD H.R. DUPREE
Clifford H.R. DuPree
