[LETTERHEAD OF O'SULLIVAN GRAEV & KARABELL, LLP]
Exhibit 5
October 2, 1996
Vanstar Corporation
5964 West Las Positas
Pleasanton, California 94588
Vanstar Corporation
3,300,000 Shares of Common Stock, $.001 par value
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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 3,300,000 shares (the "Shares") of Common
Stock, $.001 par value, of the Company for sale to certain employees pursuant to
the Company's 1996 Stock Option/Stock Issuance 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
October 2, 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