<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>ex5p1.txt
<DESCRIPTION>OPINION OF STINSON, MAG & FIZZELL, P.C.
<TEXT>
<PAGE>

                                                                 Exhibit 5.1


                          November 8, 2001


Board of Directors
AMCON Distributing Company
10228 "L" Street
Omaha, NE 68127

                             Re:  AMCON Distributing Company
                                  Registration Statement on Form S-4
                                  (Commission File No. 333-71300)

Ladies and Gentlemen:

                  We have acted as counsel for AMCON Distributing
Company, a Delaware corporation ("AMCON"), and, at the request of
AMCON, have examined the above-referenced registration statement on
Form S-4 (the "Registration Statement"), filed by AMCON with the
Securities and Exchange Commission under the Securities Act of
1933, as amended (the "Act"), and the regulations promulgated
thereunder.

                  The Registration Statement relates to, among
other things, the registration under the Act of 477,558 shares (the
"Shares") of common stock, $.01 par value per share, of AMCON,
which is the maximum number of Shares likely to be issued in
connection with the proposed merger (the "Merger") of Hawaiian
Natural Water Company, Inc., a Delaware corporation ("HNWC"), with
and into AMCON Merger Sub, Inc., a Delaware corporation ("Merger
Sub"), pursuant to a Fifth Amended and Restated Agreement and Plan
of Merger, dated as of September 27, 2001 (the "Merger Agreement"),
among AMCON, HNWC and Merger Sub, as described in the Registration
Statement.

                  In the preparation of this opinion letter, we
have examined originals or copies identified to our satisfaction of
(i) the Certificate of Incorporation of AMCON, as filed with the
State of Delaware; (ii) the Bylaws of AMCON; (iii) all resolutions
of the Board of Directors of AMCON relating to the Merger and the
issuance of the Shares being registered under the Registration
Statement; (iv) the Merger Agreement; and (v) the Registration
Statement, including the exhibits thereto. We also have examined
originals or copies of such documents, corporate records,
certificates of public officials and other instruments, and have
conducted such other investigations of law and fact, as we have
deemed necessary or advisable for purposes of our opinion.

                  As to the matters of fact, we have relied upon
the respective representations of AMCON, HNWC and Merger Sub
contained in the Merger Agreement, and, where we have deemed
appropriate, representations or certificates of officers of AMCON
or public officials. In our examinations, we have assumed, without
investigation, the genuineness of all signatures, the authenticity
of all documents and instruments submitted to us as originals, the
conformity to the


<PAGE>
<PAGE>

Board of Directors
AMCON Distributing Company
Page 2


originals of all documents and instruments submitted to us as certified or
conformed copies and the authenticity of the originals of such copies, the
correctness of all certificates, and the accuracy and completeness of all
records, documents, instruments and materials made available to us by AMCON.

                  Our opinion is limited to the matters set forth
herein and we express no opinion other than as expressly set forth
herein. In rendering the opinion set forth below, we do not express
any opinion concerning law other than the federal law of the United
States and the corporate law of the State of Delaware. Our opinion
is expressed as of the date hereof and is based on laws currently
in effect. Accordingly, the conclusions set forth in this opinion
letter are subject to change in the event that any laws should
change or be enacted in the future. We are under no obligation to
update this opinion letter or to otherwise communicate with you in
the event of any such change.

                  Based upon and subject to the foregoing, it is
our opinion that, upon effectiveness of the Registration Statement
and the approval of the Merger Agreement by the respective
stockholders of HNWC and Merger Sub, the Shares, when issued upon
consummation of the Merger in accordance with the terms of the
Merger Agreement (including compliance with all conditions of the
Merger set forth therein that are not waived by the parties
thereto), will be validly issued, fully paid and non-assessable.

                  We hereby consent to the filing of this opinion
letter as an exhibit to the Registration Statement and to the
reference to our firm under the caption "Legal Matters" in the
Proxy Statement/Prospectus forming a part of the Registration
Statement. In giving such consent we do not thereby admit that we
are experts or otherwise within the category of persons whose
consent is required under Section 7 of the Act or the rules or
regulations of the Securities and Exchange Commission thereunder.

                                Very truly yours,



                                /s/Stinson, Mag & Fizzell, P.C.
                                STINSON, MAG & FIZZELL, P.C.








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</DOCUMENT>
