ARTER & HADDEN LLP
1717 MAIN STREET, SUITE 4100
DALLAS, TEXAS 75201
January 14, 1999
Vanstar Corporation
2001 Westside Parkway, Suite 260
Alpharetta, Georgia 30004
Ladies and Gentlemen:
We have acted as legal counsel to Vanstar Corporation, a Delaware
corporation ("Company"), in connection with the planned merger (the "Merger")
of InaCom Acquisition, Inc., a Delaware corporation, ("Merger Sub"), which is
a newly formed, wholly owned subsidiary of InaCom Corp., a Delaware
corporation ("Parent"), into Company, pursuant to an Agreement and Plan of
Merger dated as of October 8, 1998 by and among Company, Parent, and Merger
Sub (the "Merger Agreement").
For purposes of the opinion set forth below, we have reviewed and relied
upon (i) the Merger Agreement, (ii) the Joint Proxy Statement/Prospectus
included in the Registration Statement on Form S-4 (the "Registration
Statement"), as amended, filed by Parent with the Securities and Exchange
Commission (the "Proxy Statement/Prospectus"), and (iii) such other
documents, records, and instruments as we have deemed necessary or
appropriate as a basis for our opinion. In addition, in rendering our
opinion we have relied upon certain statements and representations made by
Company and Parent (the "Certified Representations"), copies of which are
attached hereto and upon certain statements and representations contained in
the Merger Agreement and the Proxy Statement/Prospectus. We have neither
investigated nor verified any such statements or representations. We have
assumed that such statements and representations are true, correct, complete,
and not breached, and that no actions that are inconsistent with such
statements and representations will be taken.
Vanstar Corporation
January 14, 1999
Page 2
In addition, we have assumed that (i) the Merger will be consummated in
accordance with the Merger Agreement and as described in the Proxy
Statement/Prospectus (including satisfaction of all covenants and conditions
to the obligations of the parties without amendment or waiver thereof); (ii)
the Merger will qualify as a merger under the applicable laws of Delaware;
(iii) each of Company, Parent, and Merger Sub will comply with all reporting
obligations with respect to the Merger required under the Internal Revenue
Code of 1986, as amended (the "Code"), and the Treasury Regulations
promulgated thereunder; (iv) the Merger Agreement and all other documents and
instruments referred to therein or in the Proxy Statement/Prospectus are
valid and binding in accordance with their respective terms; and (v) there is
no plan or intention on the part of any stockholders of Company to sell,
exchange or otherwise dispose of, or otherwise reduce the risk of loss
relating to, a number of shares of Parent stock to be received in the Merger
that would reduce Company stockholders' ownership of, or risks incident to
the ownership of, Parent stock to a number of shares having a value, as of
the date of the Merger, of less than fifty percent of the value of all the
formerly outstanding stock of Company as of the same date. Any inaccuracy
in, or breach of, any of the aforementioned statements, representations, or
assumptions or any change after the date hereof in applicable law could
adversely affect our opinion. No ruling has been (or will be) sought from
the Internal Revenue Service by Company, Parent, or Merger Sub as to the
federal income tax consequences of any aspect of the Merger. The opinion
expressed herein is not binding on the Internal Revenue Service or any court,
and there can be no assurance that the Internal Revenue Service or a court of
competent jurisdiction will agree with such opinion.
Based upon and subject to the foregoing as well as the limitations set
forth below, it is our opinion, under presently applicable federal income tax
law, that the Merger of Merger Sub with and into Company will be a
reorganization within the meaning of sections 368(a)(1)(A) and (a)(2)(E) of
the Code with the following material U.S. federal income tax consequences:
(1) no income, gain or loss will be recognized by Parent or Company as
a result of the Merger;
(2) a Company stockholder will not recognize any income, gain or loss
upon the receipt of Parent Common Stock solely in exchange for such
stockholder's shares of Company Common Stock pursuant to the Merger
(except as described below with respect to cash that is received in
lieu of fractional shares);
(3) a Company stockholder's tax basis for the Parent Common Stock
received pursuant to the Merger will equal such Company
stockholder's tax basis
Vanstar Corporation
January 14, 1999
Page 3
in the Company Common Stock surrendered in exchange therefor
(adjusted with respect to fractional shares); and
(4) a Company stockholder's holding period for the Parent Common Stock
received pursuant to the Merger will include the holding period of
the Company Common Stock surrendered in exchange therefor, provided
that the Company Common Stock is held as a capital asset at the
Effective Time.
A Company stockholder who receives cash in lieu of fractional shares
will be treated as having received such fractional shares pursuant to the
Merger and then as having exchanged such fractional shares for cash in a
transaction generally giving rise to capital gain or loss. The amount of any
capital gain or loss attributable to such deemed exchange of fractional
shares will be equal to the difference between the cash received in lieu of
fractional shares and the ratable portion of the tax basis of the Company
Common Stock surrendered that is allocated to such fractional shares. Such
gain or loss for individuals and other noncorporate taxpayers who have held
Company Common Stock at the Effective Time of the Merger for (1) one year or
less will be treated as short term capital gain or loss and taxed at ordinary
income rates and (2) more than one year will be treated as long-term capital
gain or loss and taxed generally at a statutory maximum rate of 20%.
Our opinion is based on the Code, applicable Treasury Regulations,
published judicial authority, and administrative rulings and practice, all as
of the date hereof. There can be no assurance that future legislative,
judicial or administrative changes or interpretations will not adversely
affect the accuracy of the conclusions set forth herein. We do not undertake
to advise you as to any such changes or interpretations after the Effective
Time unless we are specifically requested to do so.
No opinion is expressed as to any matter not specifically addressed
above, including, without limitation, the tax consequences of the Merger
under any foreign, state, or local tax law. Moreover, tax consequences which
are different from or in addition to those described herein may apply to
Company stockholders who are subject to special treatment under the U.S.
federal income tax laws, such as persons who acquired their shares in
compensatory transactions.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this Firm under the captions
"Material Federal Income Tax Consequences of the Merger on Vanstar
Stockholders" and "Legal Matters" in the Registration Statement and the Proxy
Statement/Prospectus which is a part thereof.
Vanstar Corporation
January 14, 1999
Page 4
We call your attention to the fact that the opinion set forth in this
letter is an expression of professional judgment and not a guarantee of a
result.
Very truly yours,
/s/ Arter & Hadden LLP
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Arter & Hadden LLP