Payless Cashways Inc – ‘S-8’ on 1/14/99 – EX-5.1

As of:  Thursday, 1/14/99   ·   Effective:  1/14/99   ·   Accession #:  922907-99-2   ·   File #:  333-70557

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Registration of Securities to be Offered to Employees Pursuant to an Employee Benefit Plan   —   Form S-8
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-8         Registration of Securities to be Offered to            7     39K 
                          Employees Pursuant to an Employee                      
                          Benefit Plan                                           
 2: EX-5.1      Opinion of Blackwell Sanders Peper Martin LLP          1      7K 
 3: EX-15.1     Letter Kpmg Re Unaudited Financial Information         1      6K 
 4: EX-23.1     Consent of Kpmg LLP                                    1      7K 
 5: EX-24.1     Power of Attorney                                      8     13K 

EX-5.1   —   Opinion of Blackwell Sanders Peper Martin LLP

                                                                 Exhibit 5.1
  ----------------------------------------------------------
  LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP
  ----------------------------------------------------------

January 14, 1999

Payless Cashways, Inc.                                                          
Two Pershing Square                                                             
2300 Main, P.O. Box 419466                                                      
Kansas City, Missouri 64141                                                     

Ladies and Gentlemen:                                                           

    We have acted as counsel to Payless Cashways, Inc., a Delaware corporation
(the "Company"), in connection with the proposed offering of up to 2,400,000    
shares of common stock of the Company (the "Common Stock") pursuant to the      
Company's 1998 Omnibus Incentive Plan (the "Plan").                             

In connection with the foregoing, we have examined such documents,    
corporate records and other instruments as we have deemed necessary or          
appropriate in connection with this opinion. Based upon and subject to the      
foregoing, we are of the opinion that when such 2,400,000 shares of Common Stock
have been issued and sold by the Company in accordance with the terms of the    
Plan and related award agreements, such shares will constitute legally issued,  
fully paid and non-assessable shares of the Company.                            

    We consent to the filing of this opinion as an exhibit to the registration
statement pursuant to which such shares will be sold and to the reference to us 
in such registration statement.                                                 

                   Very truly yours,

                                        /s/ Blackwell Sanders Peper Martin LLP
                                            Blackwell Sanders Peper Martin LLP

Dates Referenced Herein

This ‘S-8’ Filing		Date		Other Filings
Filed on / Effective on:		1/14/99		None on these Dates
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