EXHIBIT 5.1

                      McGRATH, NORTH, MULLIN & KRATZ, P.C.
                        SUITE 1400 ONE CENTRAL PARK PLAZA
                              222 SOUTH 15th STREET
                              OMAHA, NEBRASKA 68102
                                 (402) 341-3070


                                November 5, 1997


InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska  68154

Gentlemen:

     In connection  with the  registration  under the Securities Act of 1933, as
amended,  of 342,930 shares of common stock,  $.10 par value, of InaCom Corp., a
Delaware  corporation  ("InaCom"),  we have examined such corporate  records and
other  documents,   including  the  Registration  Statement  on  Form  S-3  (the
"Registration  Statement"),  to  be  filed  with  the  Securities  and  Exchange
Commission, relating to such matters of law as we have deemed necessary for this
opinion. Based on such examination, we advise you that in our opinion:

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

     2. All necessary  corporate  action on the part of InaCom has been taken to
authorize the registration of 342,930 shares of common stock by InaCom, and such
shares are (or,  with  respect to shares  issuable to the  selling  stockholders
named in the  Registration  Statement  pursuant to the May 7, 1997 Agreement and
Plan of  Merger  referenced  in the  Registration  Statement,  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.

                                            /s/ Guy Lawson

 
                                            GUY LAWSON