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 1,500,000 shares (the "Shares")
of the Common Stock, par value $.0025  per  share,  of  the  Company  being
offered  to  certain  employees  of  the  Company pursuant to the Company's
Omnibus Stock Incentive Plan (the "Plan").

     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 Plan, 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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