EXHIBIT 5

WYATT, TARRANT & COMBS

Suite 1500
Nashville City Center
Nashville, Tennessee 37219

615-244-0020
FAX 615-256-1726

October 28, 1995

Shop at Home, Inc.
5210 Schubert Road
Knoxville, Tennessee  37912

     Re:  Registration Statement on Form S-8

Gentlemen:

     We refer to the Registration Statement (the "Registration  Statement")
on  Form  S-8, filed today by Shop at Home, Inc. (the "Company"), with  the
Securities  and  Exchange  Commission, for the purpose of registering under
the Securities Act of 1933 an aggregate of 600,000 shares (the "Shares") of
the Common Stock, par value  $.0025 per share, of the Company being offered
to Kent E. Lillie pursuant to  the  Employment Agreement by and between the
Company and Mr. Lillie (the "Agreement").

     In  connection  with the foregoing  registration,  we  have  acted  as
counsel for the Company and have examined originals, or copies certified to
our satisfaction, of such corporate records of the Company, certificates of
public officials, and  representatives  of the Company, and other documents
as we deemed necessary to deliver the opinion expressed below.

     Based upon the foregoing, and having  regard  for legal considerations
that we deem relevant, it is our opinion that the Shares  will be, when and
if  issued  in  accordance  with  the  Agreement, duly authorized,  validly
issued, and fully paid and non-assessable.

     We hereby consent to the filing of  this  opinion  as Exhibit 5 to the
Registration Statement.

                                   Sincerely,

                                   /s/ Wyatt, Tarrant & Combs


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