McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, NE 68102
402-341-3070
March 4, 1999
InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska 68154
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of 10,000,000 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 an additional 10,000,000 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
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David L. Hefflinger