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Exhibit 5.2
[Draft]
[Letterhead of Leonard, Street and Deinard Professional Association]
June ___, 2000
WRC Media Inc. Weekly Reader Corporation
1 Rockefeller Plaza, 3rd Floor 1 Rockefeller Plaza, 32nd Floor
New York, New York 10020 New York, New York 10020
Compass Learning Corporation
1 Rockefeller Plaza, 32nd Floor
New York, New York 10020
Ladies and Gentlemen:
We have acted as special counsel for American Guidance Service, Inc. a
Minnesota corporation ("AGS") and AGS International Sales, Inc. a Minnesota
corporation ("AGSIS"), in connection with the filing by WRC Media Inc., a
Delaware corporation, Weekly Reader Corporation, a Delaware corporation, and
CompassLearning Corporation, a Delaware corporation (collectively the
"Issuers"), with the Securities and Exchange Commission (the "Commission") of
a registration statement on Form S-4 (the "Registration Statement") under the
Securities Act of 1933 (the "Act"), relating to the proposed issuance, in
exchange (the "Exchange Offer") for up to $152,000,000 aggregate principal
amount of the Issuers' 12 3/4% Senior Subordinated Notes due 2009 (the "Old
Notes") of a like principal amount of the Issuers' 12 3/4% Senior
Subordinated Notes due 2009 (the "New Notes"). The New Notes are to be issued
pursuant to the Indenture, dated as of November 17, 1999 (the "Indenture"),
among the Issuers, the subsidiaries of the Issuers listed on Schedule I (the
"Note Guarantors"), AGS, AGSIS and Bankers Trust Company, as trustee (the
"Trustee"). Capitalized terms used herein and not otherwise defined shall
have the meaning ascribed thereto in the Indenture.
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary or appropriate for
purposes of this opinion, including the Indenture.
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We have also examined relevant provisions of the Constitution of the State of
Minnesota and the Minnesota Statutes, and reported judicial decisions.
Based on the foregoing, we are of opinion as follows:
1. The Indenture has been duly authorized, executed and delivered by each of AGS
and AGSIS.
2. The guarantees of the New Notes to be issued by AGS and AGSIS have been duly
authorized.
We hereby consent to the filing of this opinion with the Commission as Exhibit
5.2 to the Registration Statement. We also consent to the reference to our firm
under the caption "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are included in the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.
We are admitted to practice in the State of Minnesota and we express no opinion
as to any matters governed by any law other than the law of the State of
Minnesota (including the statutory provisions and also applicable provisions of
the Minnesota Constitution and reported judicial decisions interpreting these
laws) and the Federal law of the United States of America (including the
statutory provisions and also applicable provisions of the United States
Constitution and reported judicial decisions interpreting these laws).
Very truly yours,
LEONARD, STREET AND DEINARD
PROFESSIONAL ASSOCIATION
/s/ Leonard, Street and Deinard
Professional Association
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Schedule I
NOTE GUARANTORS
World Almanac Education Group, Inc.
Funk & Wagnalls Yearbook Corp.
Lifetime Learning Systems, Inc.
Gareth Stevens, Inc.
