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EXHIBIT 5.3
[Letterhead of] [Draft]
FOLEY & LARDNER
June [ ], 2000
WRC MEDIA INC.
WEEKLY READER CORPORATION
COMPASSLEARNING CORPORATION
12-3/4% SENIOR SUBORDINATED NOTES DUE 2009
FORM S-4 REGISTRATION STATEMENT
Ladies and Gentlemen:
We have acted as special Wisconsin counsel for Gareth Stevens,
Inc., a Wisconsin corporation ("Gareth Stevens"), 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, certain subsidiaries of the
issuers, including Gareth Stevens, 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 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.
Based on the foregoing, we are of opinion as follows:
1. The Indenture has been duly authorized, executed and delivered
by Gareth Stevens.
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June [ ], 2000
Page 2
2. The guarantee of the New Notes to be issued by Gareth Stevens
has been duly authorized.
We hereby consent to the filing of this opinion with the Commission
as exhibit 5.3 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.
The law covered by the opinions expressed herein is limited to the
law of the State of Wisconsin including constitution and statutes of the State
of Wisconsin and reported judicial decisions interpreting the constitution and
statutes of the State of Wisconsin (collectively "Wisconsin Law"). We express no
opinion as to any matters governed by any law other than Wisconsin law.
Cravath, Swaine & Moore may rely upon this opinion in rendering
their opinion dated June [ ], 2000 in connection with the Registration
Statement.
Very truly yours,
WRC Media Inc.
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
Weekly Reader Corporation
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
Compass Learning Corporation
One Rockefeller Plaza, 32nd Floor
New York, NY 10020
