McGrath, North, Mullin & Kratz, P.C.
                           1400 One Central Park Plaza
                           222 South Fifteenth Street
                                 Omaha, NE 68102
                                  402-341-3070






                                  May 13, 1999

InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska  68154

Gentlemen:

        In connection with the registration under the Securities act of 1933, as
amended,  of 77,924 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 77,924 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,  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