Exhibit 8.2
McGrath, North, Mullin & Kratz, P.C.
Suite 1400 One Central Park Plaza
222 South Fifteen Street
Omaha, Nebraska 68102
(402) 341-3070
January 14, 1999
InaCom Corp.
10810 Farm Drive
Omaha, Nebraska 68154
Ladies and Gentlemen:
We have acted as legal counsel to InaCom Corp., a Delaware corporation
("Parent"), 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 Parent, into Vanstar Corporation, a Delaware
corporation ("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 Parent and Company (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 have been
or will be taken.
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
InaCom Corp.
January 14, 1999
Page 2
Delaware; (iii) each of Parent, Company, 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 Parent, Company 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 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 than as having exchanged such
InaCom Corp.
January 14, 1999
Page 3
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 no 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.
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.
Yours very truly,
McGrath, North, Mullin & Kratz, P.C.
By: /s/ Jeffrey J. Pirruccello
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