The present study examined phoneme awareness, phonological short term memory, letter knowledge, rapid automatized naming (RAN), and visual-verbal paired associate learning (PAL) as longitudinal predictors of spelling skills in an early phase (Grade 2) and a later phase (Grade 5) of development in a sample of 140 children learning to spell in the opaque Danish orthography. Important features of the study were the inclusion of PAL measures and the fact that the children were followed up to Grade 5. Findings from other orthographies were replicated, in that phonological processing (awareness and memory) and RAN accounted for unique variance in early spelling skills. For later spelling skills, Grade 2 spelling was by far the most powerful predictor. PAL-nonwords was the only measure to explain additional unique variance. It is suggested that PAL-nonwords taps the ability to establish representations of new phonological forms and that this ability is important for the acquisition of orthographic spelling knowledge.