McGrath, North, Mullin & Kratz, P.C.
                   1400 One Central Park Plaza
                     Omaha, Nebraska  68114
                          (402) 341-370



                                                                 





                                   April 23, 1997

InaCom Corp.
200 Farnam Executive Center
10810 Farnam Drive
Omaha, Nebraska 68154

Gentlemen:

     In connection with the registration under the Securities Act
of 1933, as amended, of 1,400,000 shares of common stock
(the "Common Stock"), $.10 par value, of InaCom Corp., a Delaware
corporation (the "Company"), authorized for issuance pursuant to
the InaCom 1997 Stock Plan (the "Plan"), we have examined such
corporate records and other documents, including the registration
statement on Form S-8 to be filed with the Securities and
Exchange Commission relating to such shares (the "Registration
Statement"), and have reviewed such matters of law as we have
deemed necessary for this opinion.  Based on such examination, we
advise you that in our opinion:

     1.   The Company is a corporation duly organized and
existing under the laws of the State of Delaware.

     2.   Upon the issuance of shares in accordance with the
Plan, all necessary corporate action on the part of the Company
will have been taken to authorize the issuance of up to 1,400,000
shares of Common Stock by the Company, and when issued as
contemplated in the Registration Statement and related documents,
such shares will be legally issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an exhibit to
the Registration Statement.

                             Yours very truly,

                             MCGRATH, NORTH, MULLIN & KRATZ, P.C.


                             By:   /s/ David L. Hefflinger

                                    David L. Hefflinger