September 3, 1996


Vanstar Corporation
5964 West Las Positas
Pleasanton, California  94588

                               Vanstar Corporation
                1,000,000 Shares of Common Stock, $.001 par value

Dear Sirs:

     We have acted as counsel to Vanstar Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 1,000,000 shares (the "Shares") of Common Stock, $.001 par
value, of the Company for sale to certain employees pursuant to the Company's
Employee Stock Purchase Plan (the "Plan").

     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such latter
documents.

     Based upon the foregoing, we are of the opinion that the issuance and sale
of the Shares have been duly authorized and, when issued, delivered, and paid
for in accordance with the provisions of the Plan, the Shares will be validly
issued, fully paid, and nonassessable.

     We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the Delaware General Corporation Law.




Vanstar Corporation
September 3, 1996
Page Two


     We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-8 being filed on or about on the date hereof,
by the Company to register the Shares.


                                       Very truly yours,


                                       O'Sullivan Graev & Karabell, LLP