
<PAGE>   1

                                                        EXHIBIT 8

                               July 11, 1994



Board of Directors
The E. W. Scripps Company
312 Walnut Street, 28th Floor
Cincinnati, OH 45202

Board of Directors
Scripps Howard Broadcasting Company
312 Walnut Street, 28th Floor
Cincinnati, OH 45202

Members of the Boards:

                 This is in response to your request for our tax opinion on the
proposed merger (the "Merger") of Scripps Howard Broadcasting Company, an Ohio
corporation ("SHBC") into SHB Merger Corporation, an Ohio corporation
("Mergerco"), a wholly-owned subsidiary of The E. W.  Scripps Company, a
Delaware corporation ("EWS").  The conclusions presented herein are based on
the facts and representations in the Agreement and Plan of Merger by and among
SHBC, Mergerco and EWS dated as of May 4, 1994 (the "Agreement") and the Proxy
Statement-Prospectus included as a part of the Registration Statement on Form
S-4 filed by EWS with the Securities and Exchange Commission ("SEC") on
July 12, 1994, the representations of facts set forth in letters dated July 11,
1994 from EWS and SHBC (collectively, the "Documents"), and the applicable tax 
law as it exists today.  We have assumed with your consent that the
representations in such letters are true and that there will be no change in any
of the facts material to this opinion between the date of this opinion and the
Merger Effective Date.


FACTS
- -----

                 EWS is a corporation duly incorporated and existing in good
standing under the laws of the State of Delaware.
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                 The authorized capital stock of EWS consists of:

            (i)  Class A Common Stock, par value of $.01 per share,  which is
                 entitled to elect the greater of three or one-third of the
                 directors of EWS, but is not entitled to vote on any other
                 matters except as required by Delaware law, of which
                 120,000,000 shares are authorized and approximately 54,586,495
                 shares were outstanding as of the date of the Agreement;

           (ii)  Common Voting Stock, par value of $.01 per share, which is
                 entitled to elect all remaining directors and to vote on all
                 other matters and is convertible into EWS Class A Common
                 Stock, of which 30,000,000 shares are authorized and
                 approximately 20,174,833 shares were outstanding as of the
                 date of the Agreement; and

          (iii)  Preferred Stock, par value of $.01 per share, of which
                 25,000,000 shares are authorized and no shares are outstanding.

The Common Voting Stock of EWS is owned by 27 owners.  The Class A Common Stock
of EWS, which is also voting stock, is listed on the New York Stock Exchange
("NYSE") and is owned by approximately 4,500 owners.  EWS and its subsidiaries,
including SHBC, file a consolidated federal income tax return.

                 EWS is a holding company which through its subsidiaries
operates principally in four business segments:  publishing, broadcasting,
cable television and entertainment.  It publishes newspapers in several states.
It is a leading distributor of news columns, comics and other features for the
newspaper industry and owns and licenses worldwide copyrights relating to
"Peanuts" and other character properties for use on numerous products and for
exhibit on television, video cassettes and other media.  Its television
broadcasting operations are owned and operated by SHBC.  Its cable television
system operations, some of which are owned by SHBC, are conducted in Florida,
California, Colorado, Georgia, Indiana, Kentucky, South Carolina, Virginia and
West Virginia.  It has announced plans through SHBC to introduce The Home &
Garden Television Network, a 24-hour cable channel, and has established a new
business to develop news and entertainment programming for domestic and
international distribution.

                 Mergerco, a wholly-owned subsidiary of EWS, is a corporation
organized under the laws of the State of Ohio for purposes of this transaction.
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                 SHBC is a corporation duly incorporated and existing in good
standing under the laws of the State of Ohio.

                 On the date of the Agreement, the authorized capital stock of
SHBC consisted of Common Stock, par value $.25 per share, of which 25,000,000
shares are authorized and approximately 10,325,788 shares are outstanding.  EWS
owns directly or indirectly 8,890,199 shares (86.1%) of the SHBC Common Stock.
The SHBC Common Stock is traded over the counter on the NASDAQ National Market
System.  SHBC and its subsidiaries are included in the EWS consolidated federal
income tax return.

                 SHBC operates nine broadcast television stations, cable
television systems with 292,000 basic subscribers, The Home & Garden Television
Network, and Cinetel Productions, one of the largest independent producers of
cable television programming.

THE TRANSACTION
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                 EWS and SHBC will combine their respective businesses through
a transaction (the "Transaction") intended to be a tax-free reorganization.
EWS believes that, among other benefits, it will realize significant savings in
costs and management time as of the result of the operation of one public
company and the elimination of potential conflicts of interest and potential
corporate governance and opportunity issues.  SHBC believes that SHBC and its
shareholders will benefit from the participation in a larger, more diversified
company and increased shareholder liquidity.

                 The Agreement provides for the acquisition of SHBC by EWS
through the merger of SHBC with and into Mergerco, with Mergerco being the
surviving corporation.  As a result of the Merger, the separate existence of
SHBC shall cease, and all of its assets, properties, obligations and
liabilities shall become the assets, properties, obligations and liabilities of
Mergerco as the surviving corporation in the Merger.  The affirmative vote of
the holders of a majority of the outstanding SHBC Common Stock entitled to vote
at the Special Meeting is required for adoption of the Agreement.  All of the
SHBC Common Stock owned directly or indirectly by EWS will be voted in favor of
the adoption of the Agreement.

                 On the Merger Effective Date, by virtue of the Merger  and
without any action on the part of the holders thereof, each share of SHBC
Common Stock issued and outstanding on the Merger
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Effective Date shall become and be converted into 3.45 shares of EWS Class A
Common Stock, which is voting stock, subject to the following exceptions:

     (i)         shares which have not been voted in favor of the adoption of
                 the Agreement with respect to which appraisal rights have been
                 perfected in accordance with Sections 1701.84 and 1701.85 of
                 the Ohio Revised Code (the "Dissenting Shares"),

    (ii)         shares held directly or indirectly by EWS, and

    (iii)        shares held as treasury stock of SHBC.

                 The holders of Dissenting Shares shall cease to have any
rights as stockholders of SHBC except for the right to be paid fair cash value
of such shares.  Shares held directly or indirectly by EWS and shares held as
treasury stock of SHBC shall by virtue of the Merger be cancelled.

                 No fractional shares of EWS Class A Common Stock will be
issued in exchange for any shares of SHBC Common Stock.  In lieu of such
fractional share interest, any holder of SHBC Common Stock who would otherwise
be entitled to a fractional share of EWS Class A Common Stock will, upon
surrender of his, her or its certificate or certificates representing SHBC
Common Stock, be paid the applicable cash value of such fractional share
interest, which shall be equal to the product of the fraction multiplied by the
per share closing price of EWS Class A Common Stock reported on the NYSE on the
Merger Effective Date.

                 As soon after the Merger Effective Date as administratively
feasible, EWS will contribute all the stock of Mergerco to Scripps Howard,
Inc., a wholly-owned subsidiary of EWS.

REPRESENTATIONS
- ---------------

                 In order to determine the consequences of the Transaction for
federal income tax purposes, you have directed us to rely on the following
assumptions and representations:

         (1)     The fair market value of the EWS Class A Common Stock received
                 by each SHBC shareholder will be approximately equal to the
                 fair market value of the SHBC Common Stock surrendered in the
                 Transaction.

         (2)     To the best of the knowledge of the management of SHBC, there
                 is no plan or intention on the part of the shareholders of
                 SHBC (other than EWS and its
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                 subsidiaries) to sell, exchange or otherwise dispose of a
                 number of shares of EWS Class A Common Stock received in the
                 Transaction that would reduce such shareholders' ownership of
                 EWS Class A Common Stock to a number of shares having a value,
                 as of the Merger Effective Date, of less than 50 percent of
                 the value of all of the formerly outstanding SHBC Common Stock
                 owned by such shareholders as of the same date.  For purposes
                 of this representation, shares of SHBC Common Stock
                 surrendered by dissenters or exchanged for cash in lieu of
                 fractional shares of EWS Class A Common Stock are treated as
                 outstanding SHBC Common Stock on the Merger Effective Date. 
                 Moreover, shares of SHBC Common Stock and EWS Class A Common
                 Stock held by SHBC shareholders and otherwise sold, redeemed,
                 or disposed of prior or subsequent to the Transaction are      
                 considered in making this representation.

         (3)     Mergerco will acquire at least 90 percent of the fair market
                 value of the net assets and at least 70 percent of the fair
                 market value of the gross assets held by SHBC immediately
                 prior to the Transaction.  For purposes of this
                 representation, amounts paid by SHBC to holders of Dissenting
                 Shares, amounts used by SHBC to pay its reorganization
                 expenses, and all redemptions and distributions (except for
                 regular, normal dividends) made by SHBC immediately preceding
                 the Transaction will be included as assets of SHBC held
                 immediately prior to the Transaction.

         (4)     Prior to the Transaction, EWS will be in control of Mergerco
                 within the meaning of Section 368(c) of the Internal Revenue
                 Code of 1986, as amended (the "Code").

         (5)     Following the Transaction, Mergerco will not issue additional
                 shares of its stock that would result in EWS losing control of
                 Mergerco within the meaning of Section 368(c) of the Code.

         (6)     EWS and Mergerco have no plan or intention to reacquire any of
                 the EWS Class A Common Stock issued in the Transaction.

         (7)     EWS has no plan or intention to liquidate Mergerco or merge
                 Mergerco into another corporation, to sell or otherwise
                 dispose of the stock of Mergerco, and EWS and Mergerco have no
                 plan or intention to sell or otherwise dispose of any of the
                 assets of SHBC acquired in the transaction, except
                 dispositions made in the ordinary course of business or
                 transfers described in Section
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                 368(a)(2)(C) of the Code, including the contribution by EWS 
                 of all the stock of Mergerco to Scripps Howard, Inc., a 
                 wholly-owned subsidiary of EWS.

         (8)     The liabilities of SHBC assumed by Mergerco and the
                 liabilities to which the transferred assets of SHBC are
                 subject were incurred by SHBC in the ordinary course of its
                 business.

         (9)     Following the merger of SHBC into Mergerco, Mergerco will
                 continue the historic business of SHBC or use a significant
                 portion of SHBC's business assets in a business.

         (10)    EWS, Mergerco, SHBC and the shareholders of SHBC will pay
                 their respective expenses, if any, incurred in connection with
                 the Transaction.

         (11)    There is no intercorporate indebtedness existing between EWS
                 and SHBC or between Mergerco and SHBC that was issued,
                 acquired, or will be settled at a discount.

         (12)    No two parties to the Transaction are "investment companies"
                 as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.

         (13)    SHBC is not under the jurisdiction of a court in a Title 11 or
                 similar case within the meaning of Section 368(a)(3)(A) of the
                 Code.

         (14)    The fair market value of the assets of SHBC transferred to
                 Mergerco will equal or exceed the sum of the liabilities
                 assumed by Mergerco plus the amount of liabilities, if any, to
                 which the transferred assets are subject.

         (15)    No stock of Mergerco will be issued in the Transaction.

         (16)    The payment of cash in lieu of fractional shares of EWS Class
                 A Common Stock is solely for the purpose of avoiding the
                 expense and inconvenience to EWS of issuing fractional shares
                 and does not represent separately bargained-for consideration.
                 The total cash consideration that will be paid in the
                 Transaction to shareholders of SHBC instead of issuing
                 fractional shares of EWS Class A Common Stock will not exceed
                 1 percent of the total consideration that will be issued in
                 the Transaction to the shareholders of SHBC in exchange for
                 their shares of SHBC Common Stock.  The fractional share
                 interests of each shareholder of SHBC
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                 will be aggregated, and no shareholder of SHBC will receive 
                 cash in an amount equal to or greater than the value of one 
                 full share of EWS Class A Common Stock.

         (17)    None of the compensation to be received by any
                 shareholder-employees of SHBC will be separate consideration
                 for, or allocable to, any of their shares of SHBC Common
                 Stock; none of the shares of EWS Class A Common Stock received
                 by any shareholder-employees will be separate consideration
                 for, or allocable to, any employment agreement; and the
                 compensation paid to any shareholder-employees will be for
                 services actually rendered and will be commensurate with
                 amounts paid to third parties bargaining at arm's-length for
                 similar services.

         (18)    Any cash paid to any Dissenting Shareholder will be paid by
                 EWS.

         (19)    The merger of SHBC into Mergerco will qualify as a statutory
                 merger under the laws of Ohio.  Additionally, if SHBC had
                 merged into EWS, it would have met the general requirements of
                 a merger under applicable law.

APPLICABLE LAW
- --------------

                 Section 368(a)(1)(A) of the Code provides that the term
"reorganization" means a statutory merger or consolidation.  Under Section
1.368-2(b)(1) of the Treasury Regulations ("Regulations"), in order to qualify
as a reorganization under Section 368(a)(1)(A) of the Code, the transaction
must be a merger or consolidation effected pursuant to the corporation laws of
the United States or a State or Territory or the District of Columbia.  It is
represented that the Merger will qualify as a statutory merger under the laws
of Ohio.  Accordingly, the Merger should qualify as a reorganization within the
meaning of Section 368(a)(1)(A) of the Code.

                 Section 368(a)(2)(D) of the Code provides that the acquisition
by one corporation, in exchange for stock of a corporation (referred to as the
"controlling corporation") which is in control of the acquiring corporation, of
substantially all of the properties of another corporation shall not disqualify
a transaction under Section 368(a)(1)(A) if (i) no stock of the acquiring
corporation is used in the transaction, and (ii) in the case of a transaction
under Section 368(a)(1)(A), such transaction would have qualified under Section
368(a)(1)(A) had the merger been into the controlling corporation.
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                 Section 368(c) of the Code provides that the term "control"
means the ownership of stock possessing at least 80 percent of the total
combined voting power of all classes of stock entitled to vote and at least 80
percent of the total number of shares of all other classes of stock of the
corporation.

                 At the time of the Transaction, EWS will directly own 100% of
the issued and outstanding stock of Mergerco; therefore, EWS will be in control
of Mergerco within the meaning of Section 368(c) of the Code.  The fact that
EWS intends to contribute to Scripps Howard, Inc., its wholly-owned subsidiary,
the stock of Mergerco after the transaction should not adversely affect its
control of Mergerco at the time of the transaction.

                 Rev. Proc. 77-37, 1977-2 C.B. 568, provides that the
"substantially all" requirement of Section 368(a)(2)(D) is satisfied if there
is a transfer of assets representing at least 90 percent of the fair market
value of the net assets and at least 70 percent of the fair market value of the
gross assets held by the corporation immediately prior to the transfer.  All
payments to dissenters and all redemptions and distributions (except for
regular, normal distributions) made by the corporation immediately preceding
the transfer and which are part of the plan of reorganization will be
considered as assets held by the corporation immediately prior to the transfer.
It is represented that Mergerco will acquire at least 90 percent of the fair
market value of the net assets and at least 70 percent of the fair market value
of the gross assets held by SHBC immediately prior to the Merger and that no
stock of Mergerco will be issued in the Merger.

                 It is represented that the Merger will qualify as a statutory
merger under the laws of Ohio and that, if SHBC had merged into EWS, it would
have met the general requirements of a merger under applicable law.

                 Section 1.368-2(b)(2) of the Regulations, in discussing the
requirement of Section 368(a)(2)(D)(ii) of the Code that the merger of the
target corporation into the acquiring corporation would have qualified as a
statutory merger under Section 368(a)(1)(A) of the Code had the merger been
into the controlling corporation, states:

                 "The foregoing test of whether the transaction would have
                 qualified under Section 368(a)(1)(A) if the merger had been
                 into the controlling corporation means that the general
                 requirements of a reorganization under Section 368(a)(1)(A)
                 (such as a business purpose, continuity of business enterprise
                 and continuity of
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                 interest) must be met in addition to the special requirements 
                 of Section 368(a)(2)(D).  Under this test, it is not relevant 
                 whether the merger into the controlling corporation could 
                 have been effected pursuant to State or Federal corporation 
                 law."

                 Rev. Rul. 74-297, 1974-1 C.B. 84, held that the merger of an
unrelated domestic corporation into the wholly owned domestic subsidiary of a
foreign corporation through an exchange of the parent corporation's stock,
which met the business purpose and continuity requirements of Section
368(a)(1)(A) of the Code, qualified as a reorganization by reason of the
application of Section 368(a)(2)(D) (subject to meeting certain requirements
under Section 367 that are not relevant to this discussion).  Although not
citing Section 1.368-2(b)(2) of the Regulations, Rev. Rul. 74-297 rested its
holding on a rationale that is almost word-for-word identical with that portion
of the regulations quoted above.  Based upon the representation that SHBC could
merge into EWS if the Agreement had provided, the requirements of Section
368(a)(2)(D)(ii) should be met.

                 Pursuant to the Transaction, solely EWS Class A Common Stock
will be transferred to the shareholders of SHBC, except that cash will be
issued in lieu of fractional shares of EWS Class A Common Stock.  It is
represented that the payment of cash in lieu of fractional shares of EWS Class
A Common Stock is solely for the purpose of avoiding the expense and
inconvenience to EWS of issuing fractional shares and does not represent
separately bargained-for consideration.  In Rev. Rul. 66-365, 1966-2 C.B. 116,
the Internal Revenue Service held that the receipt of cash in lieu of
fractional shares under such circumstances will not violate the "solely for
voting stock" requirement of Section 368 of the Code.

                 In addition to the definitional requirements set forth in the
statute, in order for a transaction to be a tax-free reorganization, certain
requirements set forth under Section 1.368-1(b) of the Regulations must be
satisfied.  The Regulations provide that the purpose of the reorganization
provisions of the Code is to except from the general rule of taxability certain
specifically described exchanges incident to such readjustments of corporate
structures made in one of the particular ways specified in the Code, as are
required by business exigencies and which effect only a readjustment of
continuing interest in property under modified corporate form.  Requisite to a
reorganization under the Code are a continuity of the business enterprise under
the modified corporate form and a continuity of interest therein on the part of
those persons who, directly or indirectly, were the owners of the enterprise
prior to the reorganization.
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                 To be treated as a reorganization, the transaction must be
planned and carried out for a genuine business purpose.  EWS and SHBC believe
that they will realize significant savings in costs and management time as a
result of the operation of one public company and the elimination of potential
conflict of interest and potential corporate opportunity and governance issues.

                 Section 1.368-1(d) of the Regulations provides that continuity
of business enterprise requires that the acquiring corporation either (i)
continue the acquired corporation's historic business or (ii) use a significant
portion of the acquired corporation's historic business assets in a business.
It is represented that after the Transaction, Mergerco will continue the
historic business of SHBC or use a significant portion of such historic
business assets in its business.  Accordingly, the Transaction should meet the
continuity of business enterprise requirement.

                 Under Section 1.368-1(b) of the Regulations, the continuity of
interest doctrine requires that in a reorganization there must be a continuing
interest through stock ownership on the part of those persons who, directly or
indirectly, were the owners of the stock of the acquired corporation prior to
the reorganization.  Rev. Proc. 77-37 (supra) provides that the continuity of
interest requirement of Section 1.368-1(b) of the Regulations is satisfied if
there is continuing interest through the stock ownership in the acquiring or
transferee corporation on the part of the former shareholders of the acquired
or transferor corporation which is equal in value, as of the effective date of
the reorganization, to at least 50 percent of the value of all of the formerly
outstanding stock of the acquired or transferor corporation as of the same
date.

                 It is not necessary that each shareholder of the acquired or
transferor corporation receive in the exchange stock of the acquiring or
transferee corporation, or a corporation in "control" thereof, which is equal
in value to at least 50 percent of the value of his former stock interest in
the acquired or transferor corporation, so long as one or more shareholders of
the acquired or transferor corporation have a continuing interest through stock
ownership in the acquiring or transferee corporation (or a corporation in
"control" thereof) which is, in the aggregate, equal in value to at least 50
percent of the value of all of the formerly outstanding stock of the acquired
or transferor corporation.  Sales, redemptions, and other dispositions of stock
occurring prior or, if planned or intended by the shareholder at the time of
the transaction, subsequent to the exchange will be considered in determining
whether there is a
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50 percent continuing interest through stock ownership as of the effective date
of the reorganization.

                 It is represented that, to the best of the knowledge of the
management of SHBC, there is no plan or intention on the part of shareholders
of SHBC Common Stock (other than EWS and it subsidiaries) to sell, exchange, or
otherwise dispose of a number of shares of EWS Class A Common Stock that will
reduce such shareholders' ownership of such stock to a number of shares having,
as of the date of the Transaction, a value of less than 50 percent of the total
value of all the formerly outstanding shares of SHBC Common Stock owned by such
shareholders as of the same date.  Accordingly, the Transaction should meet the
continuity of interest requirement.

                 The 50 percent continuity of interest standard set forth in
Rev. Proc. 77-37 is a guideline utilized by the Internal Revenue Service in
determining whether to issue an advance ruling, and does not represent how much
continuity of interest is needed in a reorganization as a matter of law.  In
fact, in NELSON V. HELVERING, 296 U.S. 374 (1936), the Supreme Court held that
there was a valid reorganization when the continuity of interest was equal to
38 percent.

                 Based upon the analysis set forth above, the Transaction
should qualify as a reorganization as described under Sections 368(a)(2)(D) and
368(a)(1)(A) the Code.

                 Section 368(b)(2) of the Code provides that the term "a party
to a reorganization" includes both corporations, in the case of a
reorganization resulting from the acquisition by one corporation of stock or
properties of another corporation.  In the case of a reorganization qualifying
under Section 368(a)(1)(A) by reason of Section 368(a)(2)(D), the term "a party
to a reorganization" also includes the controlling corporation referred to in
Section 368(a)(2)(D).  Accordingly, EWS, Mergerco and SHBC will each be "a
party to a reorganization."

                 Section 361(a) of the Code provides that no gain or loss shall
be recognized to a corporation if such corporation is "a party to a
reorganization" and exchanges property, in pursuance of the plan or
reorganization, solely for stock or securities in another corporation, "a party
to the reorganization."

                 Section 357(a) of the Code provides that if the taxpayer
receives property which would be permitted to be received under Section 361
without the recognition of gain if it were the sole consideration, and as a
part of the consideration, another party to the exchange assumes a liability of
the
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taxpayer, or acquires from the taxpayer property subject to a liability, then
such assumption or acquisition shall not be treated as money or other property,
and shall not prevent the exchange from being within the provisions of Section
361.

                 Since the Transaction is a reorganization under Sections
368(a)(1)(A) and 368(a)(2)(D) of the Code and SHBC is exchanging its property
solely for EWS Class A Common Stock, no gain or loss will be recognized by SHBC
by reason of the Transaction and Sections 361(a) and 357(a) of the Code.

                 Section 1032(a) of the Code provides that no gain or loss
shall be recognized to a corporation on the receipt of money or other property
in exchange for stock of such corporation.  In a transaction to which Section
1032(a) applies, the corporation receiving property exchanges its own stock for
such property rather than the stock of its parent corporation.  Rev. Rul.
57-278, 1957-1 C.B. 124, involves a transaction in which a corporation acquired
substantially all of the properties of another corporation in exchange solely
for the voting stock of a corporation which was in control of the acquiring
corporation in a transaction which was held to qualify as a reorganization
described in Section 368(a)(1)(C).  The ruling further holds that no gain or
loss is recognized to the parent or the subsidiary corporation as a result of
the exchanges made pursuant to the plan of reorganization.  In the case at
hand, SHBC will merge with and into Mergerco in exchange for EWS Class A Common
Stock and cash in lieu of fractional shares.  The holding in Rev. Rul. 57-278
should apply equally here and accordingly, no gain or loss should result to EWS
or Mergerco as a result of the Transaction.

                 Section 362(b) of the Code provides that if property was
acquired by a corporation in connection with a reorganization, then the basis
of such property shall be the same as it would be in the hands of the
transferor, increased by the amount of gain recognized to the transferor on
such transfer.  Since Mergerco will receive property (i.e., the assets) from
SHBC in connection with a reorganization within the meaning of Sections
368(a)(1)(A) and (a)(2)(D) of the Code, the basis of the assets to be received
by Mergerco will be the same as the basis of those assets in the hands of SHBC
immediately prior to the transfer.

                 Section 1223(2) of the Code provides that, in determining the
period for which the taxpayer has held property, however acquired, there shall
be included the period for which such property was held by any other person, if
such property has, for purposes of determining gain or loss from a sale or
exchange, the same basis (in whole or in part) in his hands as it would have in
the hands of such other person.  Because the basis of the
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assets to be received by Mergerco will be the same as the basis of those assets
in the hands of SHBC immediately prior to the transfer, the holding period for
the assets of SHBC to be received by Mergerco will include the period during
which such assets were held by SHBC.

                 Section 354(a) provides that no gain or loss will be
recognized if stock in a corporation a party to a reorganization is, in
pursuance of the plan of reorganization, exchanged solely for stock in another
corporation a party to the reorganization.  Therefore, since the shareholders
of SHBC, a party to the reorganization, will receive solely EWS Class A Common
Stock, another party to the reorganization, no gain or loss will be recognized
by the shareholders of SHBC, except with respect to fractional share interests.

                 Section 358(a)(1) of the Code provides that, in the case of an
exchange to which Section 354 applies, the basis of the property permitted to
be received under Section 354 without the recognition of gain or loss shall be
the same as that of the property exchanged, decreased by (i) the fair market
value of any other property (except money) received by the taxpayer, (ii) the
amount of any money received by the taxpayer, and (iii) the amount of loss to
the taxpayer which was recognized on such exchange, and increased by (i) the
amount which was treated as a dividend, and (ii) the amount of gain to the
taxpayer which was recognized on such exchange (not including any portion of
such gain which was treated as a dividend).

                 Since the Transaction constitutes an exchange to which Section
354 of the Code applies, the basis of the EWS Class A Common Stock (including
the fractional share interests that they would otherwise be entitled to
receive) in the hands of the SHBC shareholders will be the same as the basis of
the SHBC Common Stock surrendered in the exchange.

                 Section 1223(1) of the Code provides that, in determining the
period for which the taxpayer has held property received in an exchange, there
shall be included the period for which the taxpayer held the property exchanged
if the property has, for the purpose of determining gain or loss from a sale or
exchange, the same basis (in whole or in part) in his hands as the property
exchanged, provided the property exchanged at the time of such exchange is a
capital asset as defined in Section 1221.  Since the EWS Class A Common Stock
held by the SHBC shareholders will have the same basis (in whole or in part) as
the stock exchanged, the holding period of the EWS Class A Common Stock
(including the fractional share interests that they would otherwise be entitled
to receive) will include the period for
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which the SHBC Common Stock was held, provided that such stock was held as a
capital asset on the date of the exchange.

                 Rev. Proc. 77-41, 1977-2 C.B. 574, provides that the Internal
Revenue Service will issue an advance ruling under Section 302(a) of the Code
that cash to be distributed to shareholders in lieu of fractional share
interests arising in corporate reorganizations will be treated as having been
received in part or full payment in exchange for the stock redeemed, if the
cash distribution is undertaken solely for the purpose of saving the
corporation the expense and inconvenience of issuing and transferring
fractional shares, and is not separately bargained-for consideration.  The
purpose of the transaction giving rise to the fractional share interests, the
maximum amount of cash that may be received by any one shareholder, and the
percentage of the total consideration that will be cash are among the factors
that will be considered in determining whether a ruling will be issued.

                 It has been represented that the cash payments will be made
solely for the purpose of saving EWS the expense and inconvenience of issuing
and transferring fractional shares, and is not separately bargained-for
consideration.  In addition, it has been represented that the total cash
consideration that will be paid in the transaction to SHBC shareholders instead
of issuing fractional shares of EWS Class A Common Stock will not exceed 1
percent of the total consideration and such fractional share interests will be
aggregated so that no SHBC shareholder will receive cash in an amount equal to
or greater than the value of one full share of EWS Class A Common Stock.

                 Accordingly, cash received by a shareholder of SHBC otherwise
entitled to receive a fractional shares of EWS Class A Common Stock will be
treated as if the fractional shares were distributed as part of the exchange
and then were redeemed by EWS.  These cash payments will be treated as having
been received as distributions in full payment in exchange for the stock
redeemed as provided in Section 302(a) of the Code.  This receipt of cash will
result in gain or loss measured by the difference between the basis of such
fractional share interest and the cash received.  Such gain or loss will be
capital gain or loss to the shareholders, provided the SHBC stock was a capital
asset in the shareholder's hands and, as such, would be subject to the
provisions and limitations of Subchapter P of Chapter 1 of the Code.

                 Section 302(b)(3) of the Code provides that if a distribution
to a dissenting shareholder is in complete redemption of all of the stock of a
corporation owned by such shareholder actually or constructively, such
redemption shall be
<PAGE>   15
Board of Directors
July 11, 1994
Page 15

treated as a distribution in part or full payment in exchange for such stock.
Under Rev. Rul. 73-102, 1973-1 C.B. 186, because of the operation of Section
302 of the Code, where cash is received by a Dissenting Shareholder who will
not receive actually or constructively any EWS Common Stock in the Transaction,
such cash will be treated as received by the Dissenting Shareholder as a
distribution in redemption of his, her or its stock, subject to the provisions
and limitations of Section 302 of the Code.

OPINION
- -------

                 Based upon the facts set forth above, in the Agreement and in
the Proxy Statement-Prospectus filed by EWS on July 12, 1994, the
representations of fact as set forth in letters dated July 11, 1994 from EWS
and SHBC, and the applicable tax law as it exists today, our opinion as to the
federal income tax consequences of the Transaction is as follows:

- -        The Transaction will qualify as a reorganization under Sections
         368(a)(1)(A) and 368(a)(2)(D) of the Code.  EWS, Mergerco and SHBC
         will each be "a party to a reorganization" within the meaning of
         Section 368(b) of the Code.

- -        No gain or loss will be recognized to SHBC upon the transfer of its
         assets to Mergerco in exchange for EWS Class A Common Stock and the
         cash to be paid in lieu of fractional shares.  Sections 361(a) and
         357(a) of the Code.

- -        No gain or loss will be recognized to EWS or Mergerco on the receipt
         of SHBC's assets by Mergerco in exchange for EWS Class A Common Stock
         and the cash to be paid in lieu of fractional shares.  Rev. Rul.
         57-278, 1957-1 C.B. 124.

- -        The basis of the assets of SHBC in the hands of Mergerco will be the
         same as the basis of such assets in the hands of SHBC immediately
         prior to the Transaction.  Section 362(b) of the Code.

- -        The holding period of the property acquired by Mergerco from SHBC will
         include the holding period of such property in the hands of SHBC
         immediately prior to the Transaction.  Section 1223(2) of the Code.

- -        No gain or loss will be recognized by a SHBC shareholder on the
         receipt of EWS Class A Common Stock (including any fractional share
         interest to which such holder may be entitled) solely in exchange for
         his shares of SHBC Common Stock.  Sections 356(a) and 356(c) of the
         Code.

- -        The basis of EWS Class A Common Stock (including fractional share
         interest to which such holder may be entitled) received by a SHBC
         shareholder who exchanges SHBC Common Stock for EWS Class A Common
         Stock will be the same as the
<PAGE>   16
Board of Directors
July 11, 1994
Page 16

         basis of the SHBC Common Stock surrendered in the exchange therefor.
         Section 358(a)(1) of the Code.

- -        The holding period of the EWS Class A Common Stock (including any
         fractional share interest to which such holder may be entitled)
         received by a SHBC shareholder will include the holding period of the
         SHBC Common Stock surrendered in exchange therefor, provided that such
         SHBC Common Stock was held as a capital asset at the Merger Effective
         Date.  Section 1223(1) of the Code.

- -        Cash received by a SHBC shareholder in lieu of a fractional share
         interest of EWS Class A Common Stock will be treated as having been
         received as a distribution in full payment in exchange for the
         fractional share interest of EWS Class A Common Stock which such
         shareholder would otherwise be entitled to receive.  This receipt of
         cash will result in gain or loss measured by the difference between
         the basis of such fractional share interest and the cash received.
         Such gain or loss will be capital gain or loss to the SHBC
         shareholder, provided the SHBC Common Stock was a capital asset in
         such shareholder's hands and, as such, will be subject to the
         provisions and limitations of Subchapter P of Chapter 1 of the Code.
         Rev. Rul. 66-365, 1966-2 C.B. 116, and Rev. Proc. 77-41, 1977-2 C.B.
         574.

- -        Where cash is received by a Dissenting Shareholder, such cash payment
         will be treated as received by that shareholder as a distribution in
         redemption of his, her or its SHBC Common Stock, subject to the
         provisions and limitations of Section 302 of the Code.  Rev. Rul.
         73-102, 1973-1 C.B. 186.

                 Our opinion is not the equivalent of a ruling from the
Internal Revenue Service and may upon audit be challenged by the Internal
Revenue Service.  Our opinion is based on the understanding that the relevant
facts are, and will be at the Merger Effective Date, as set forth in this
letter.  It is also based on the Code, Regulations, case law and Internal
Revenue Service rulings as they now exist.  These authorities are all subject
to change and such change may be made with retroactive effect.  Were there to
be such changes either before or after the Merger Effective Date, or should the
relevant facts prove to be other than as set forth in this letter, our opinion
could be affected.

                 We hereby consent to the reference to us under the heading
"Certain Federal Income Tax Consequences of the Merger" in the Proxy
Statement-Prospectus and to the filing of this opinion as an exhibit to the
Registration Statement.  In giving this consent, we do not hereby admit that we
are within the
<PAGE>   17
Board of Directors
July 11, 1994
Page 17

category of persons whose consent is required under Section 7 of the Securities
Act of 1933, as amended, or the rules and regulations of the Securities and
Exchange Commission promulgated thereunder.

                                                   Very truly yours,



                                                   Baker & Hostetler





WMT:0224:99163:94001:WMT-002.LTR
ssd 7/7/94
<PAGE>   18

                                   Exhibit A





Baker & Hostetler
3200 National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3485

Dear Sirs:

                 The E. W. Scripps Company ("EWS"), SHB Merger Corporation
("Mergerco") and Scripps Howard Broadcasting Company ("SHBC") have entered into
an Agreement and Plan of Merger dated as of May 4, 1994 (the "Agreement").
Pursuant to the Agreement, SHBC will merge with and into Mergerco, a
wholly owned subsidiary of EWS.  In accordance with the Agreement, we are
requesting your opinion (the "Opinion") dated July 11, 1994, on certain federal 
income tax consequences of the Agreement as described in Section 7.1(g) of the 
Agreement with respect to the overall plan of reorganization contemplated by 
such Agreement (the "Transaction").

                 In preparing the Opinion, you may rely on the following
representations and/or assumptions relating to the Transaction:

         (1)     The fair market value of the EWS Class A Common Stock received
                 by each SHBC shareholder will be approximately equal to the
                 fair market value of the SHBC Common Stock surrendered in the
                 Transaction.

         (2)     To the best of the knowledge of the management of SHBC, there
                 is no plan or intention on the part of the shareholders of
                 SHBC (other than EWS and its subsidiaries) to sell, exchange
                 or otherwise dispose of a number of shares of EWS Class A
                 Common Stock received in the Transaction that would reduce
                 such shareholders' ownership of EWS Class A Common Stock to a
                 number of shares having a value, as of the Merger Effective
                 Date, of less than 50 percent of the value of all of the
                 formerly outstanding SHBC Common Stock owned by such
                 shareholders as of the same date.  For purposes of this
                 representation, shares of SHBC Common Stock surrendered by
                 dissenters or exchanged for cash in lieu of fractional shares
                 of EWS Class A Common Stock are treated as outstanding SHBC
                 Common Stock on the Merger Effective Date.  Moreover, shares
                 of SHBC Common Stock and EWS Class A Common Stock held by SHBC
                 shareholders and otherwise sold, redeemed, or disposed of
                 prior or
<PAGE>   19
Baker & Hostetler
July 11, 1994
Page 2

                 subsequent to the Transaction are considered in making this
                 representation.

         (3)     Mergerco will acquire at least 90 percent of the fair market
                 value of the net assets and at least 70 percent of the fair
                 market value of the gross assets held by SHBC immediately
                 prior to the Transaction.  For purposes of this
                 representation, amounts paid by SHBC to holders of Dissenting
                 Shares, amounts used by SHBC to pay its reorganization
                 expenses, and all redemptions and distributions (except for
                 regular, normal dividends) made by SHBC immediately preceding
                 the Transaction will be included as assets of SHBC held
                 immediately prior to the Transaction.

         (4)     The liabilities of SHBC assumed by Mergerco and the
                 liabilities to which the transferred assets of SHBC are
                 subject were incurred by SHBC in the ordinary course of its
                 business.

         (5)     EWS, Mergerco, SHBC and the shareholders of SHBC will pay
                 their respective expenses, if any, incurred in connection with
                 the Transaction.

         (6)     There is no intercorporate indebtedness existing between EWS
                 and SHBC or between Mergerco and SHBC that was issued,
                 acquired, or will be settled at a discount.

         (7)     No two parties to the Transaction are "investment companies"
                 as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.

         (8)     SHBC is not under the jurisdiction of a court in a Title 11 or
                 similar case within the meaning of Section 368(a)(3)(A) of the
                 Code.

         (9)     The fair market value of the assets of SHBC transferred to
                 Mergerco will equal or exceed the sum of the liabilities
                 assumed by Mergerco, plus the amount of liabilities, if any,
                 to which the transferred assets are subject.
<PAGE>   20
Baker & Hostetler
July 11, 1994
Page 3

         (10)    None of the compensation to be received by any
                 shareholder-employees of SHBC will be separate consideration
                 for, or allocable to, any of their shares of SHBC Common
                 Stock; none of the shares of EWS Class A Common Stock received
                 by any shareholder-employees will be separate consideration
                 for, or allocable to, any employment agreement; and the
                 compensation paid to any shareholder-employees will be for
                 services actually rendered and will be commensurate with
                 amounts paid to third parties bargaining at arm's-length for
                 similar services.

         (11)    The merger of SHBC into Mergerco will qualify as a statutory
                 merger under the laws of Ohio.  Additionally, if SHBC had
                 merged into EWS, it would have met the general requirements of
                 a merger under applicable law.

         (12)    The facts set forth in the Opinion are correct and there will
                 be no change in any of the facts material to the Opinion 
                 between today and the Merger Effective Date.

                 The above representations of fact were made for the purpose of
allowing Baker & Hostetler to form and issue the Opinion.

                                             SCRIPPS HOWARD BROADCASTING COMPANY


                                             By: /s/ Daniel J. Castellini 
                                                 ---------------------------
                                                 Daniel J. Castellini,
                                                 Secretary and Treasurer 



<PAGE>   21

                                   Exhibit B





Baker & Hostetler
3200 National City Center
1900 East Ninth Street
Cleveland, Ohio 44114-3485

Dear Sirs:

                 The E. W. Scripps Company ("EWS"), SHB Merger Corporation
("Mergerco"), and Scripps Howard Broadcasting Company ("SHBC") have entered
into an Agreement and Plan of Merger dated as of May 4, 1994 (the "Agreement").
Pursuant to the Agreement, SHBC will merge with and into Mergerco, a
wholly owned subsidiary of EWS.  In accordance with the Agreement, we are
requesting your opinion (the "Opinion") dated July 11, 1994, on certain federal 
income tax consequences of the Agreement as described in Section 7.1(g) of the 
Agreement with respect to the overall plan of reorganization contemplated by 
such Agreement (the "Transaction").

                 In preparing the Opinion, you may rely on the following
representations and/or assumptions relating to the Transaction:

         (1)     The fair market value of the EWS Class A Common Stock received
                 by each SHBC shareholder will be approximately equal to the
                 fair market value of the SHBC Common Stock surrendered in the
                 Transaction.

         (2)     Mergerco will acquire at least 90 percent of the fair market
                 value of the net assets and at least 70 percent of the fair
                 market value of the gross assets held by SHBC immediately
                 prior to the Transaction.  For purposes of this
                 representation, amounts paid by SHBC to holders of Dissenting
                 Shares, amounts used by SHBC to pay its reorganization
                 expenses, and all redemptions and distributions (except for
                 regular, normal dividends) made by SHBC immediately preceding
                 the Transaction will be included as assets of SHBC held
                 immediately prior to the Transaction.

         (3)     Prior to the Transaction, EWS will be in control of Mergerco
                 within the meaning of Section 368(c) of the Internal Revenue
                 Code of 1986, as amended (the "Code").

         (4)     Following the Transaction, Mergerco will not issue additional
                 shares of its stock that would result in EWS
<PAGE>   22
Baker & Hostetler
July 11, 1994
Page 2

                 losing control of Mergerco within the meaning of Section 
                 368(c) of the Code.

         (5)     EWS and Mergerco have no plan or intention to reacquire any of
                 EWS Class A Common Stock issued in the Transaction.

         (6)     EWS has no plan or intention to liquidate Mergerco or merge
                 Mergerco into another corporation, to sell or otherwise
                 dispose of the stock of Mergerco, and EWS and Mergerco have no
                 plan or intention to sell or otherwise dispose of any of the
                 assets of SHBC acquired in the transaction, except for
                 dispositions made in the ordinary course of business or
                 transfers described in Section 368(a)(2)(C) of the Code,
                 including the contribution by EWS of all the stock of Mergerco
                 to Scripps Howard, Inc., a wholly owned subsidiary of EWS.

         (7)     Following the merger of SHBC into Mergerco, Mergerco will
                 continue the historic business of SHBC or use of a significant
                 portion of SHBC's business assets in a business.

         (8)     EWS, Mergerco, SHBC and the shareholders of SHBC will pay
                 their respective expenses, if any, incurred in connection with
                 the Transaction.

         (9)     There is no intercorporate indebtedness existing between EWS
                 and SHBC or between Mergerco and SHBC that was issued,
                 acquired, or will be settled at a discount.

         (10)    No two parties to the Transaction are "investment companies"
                 as defined in Sections 368(a)(2)(F)(iii) and (iv) of the Code.

         (11)    The fair market value of the assets of SHBC transferred to
                 Mergerco will equal or exceed the sum of the liabilities
                 assumed by Mergerco, plus the amount of liabilities, if any,
                 to which the transferred assets are subject.

         (12)    No stock of Mergerco will be issued in the Transaction.

         (13)    The payment of cash in lieu of fractional shares of EWS Class
                 A Common Stock is solely for the purpose of avoiding the
                 expense and inconvenience to EWS of issuing fractional shares
                 and does not represent separately bargained-for consideration.
                 The total cash consideration that will be paid in the
                 Transaction to shareholders of SHBC instead of issuing
                 fractional
<PAGE>   23
Baker & Hostetler
July 11, 1994
Page 3
 
                 shares of EWS Class A Common Stock will not exceed 1 percent 
                 of the total consideration that will be issued in the 
                 Transaction to the shareholders of SHBC in exchange for their 
                 shares of SHBC Common Stock.  The fractional share interests 
                 of each shareholder of SHBC will be aggregated, and no 
                 shareholder of SHBC will receive cash in an amount equal to 
                 or greater than the value of one full share of EWS Class A 
                 Common Stock.

         (14)    None of the compensation to be received by any
                 shareholder-employees of SHBC will be separate consideration
                 for, or allocable to, any of their shares of SHBC Common
                 Stock; none of the shares of EWS Class A Common Stock received
                 by any shareholder-employees will be separate consideration
                 for, or allocable to, any employment agreement; and the
                 compensation paid to any shareholder-employees will be for
                 services actually rendered and will be commensurate with
                 amounts paid to third parties bargaining at arm's-length for
                 similar services.

         (15)    Any cash paid to any Dissenting Shareholder will be paid by
                 EWS.

         (16)    The merger of SHBC into Mergerco will qualify as a statutory
                 merger under the laws of Ohio.  Additionally, if SHBC had
                 merged into EWS, it would have met the general requirements of
                 a merger under applicable law.

         (17)    The facts set forth in the Opinion are correct and there will
                 be no change in any of the facts material to the Opinion
                 between today and the Merger Effective Date.

                 The above assumptions and representations of fact were made
for the purpose of allowing Baker & Hostetler to form and issue the Opinion.

                                                  THE E. W. SCRIPPS COMPANY
                 
                                                  By:  /s/ Daniel J. Castellini
                                                       ------------------------
                                                       Daniel J. Castellini,
                                                       Senior Vice President,
                                                       Finance & Administration


