EXHIBIT 5

                                 June 21, 1994



Heilig-Meyers Company
2235 Staples Mill Road
Richmond, Virginia 23230

Gentlemen:

     You propose to file as  soon as possible with the Securities  and Exchange
Commission a Registration Statement on Form  S-8 (the "Registration Statement")
relating  to  the  Heilig-Meyers 1994  Stock  Option  Plan (the  "Plan").   The
Registration Statement covers  1,200,000 shares  of Common Stock  which may  be
issued under the Plan.  The Registration Statement also covers 1,200,000 Rights
to Purchase  Preferred Stock, Series A,  $10.00 par value, of  the Company (the
"Rights"), attached in equal number to the shares of Common Stock  which may be
issued under the Plan.

     We are of the opinion that the 1,200,000 shares of Common Stock registered
for issuance  under the Plan, when issued or  sold in accordance with the terms
and provisions of the Plan, will be duly authorized, legally issued, fully paid
and nonassessable.

     We also reaffirm  our opinion regarding the Rights given  to the Company's
Board of Directors as confirmed in our letter of February 17, 1988, attached to
our  opinion filed  as  Exhibit 5  to  the Heilig-Meyers  Company  Registration
Statement  (No. 33-64616) on Form S-8.  In our opinion regarding the Rights, we
discussed whether certain provisions  of Section 13.1-638 of the  Virginia Code
might  prohibit  the  restrictions  on  transfer imposed  under  the  agreement
governing the  Rights.   The Virginia  Code has been  amended to  provide that,
notwithstanding such provisions of Section 13.1-638, the terms of rights issued
by a corporation may include restrictions on transfer by designated persons  or
classes of persons.

     We consent to the  use of this  opinion as Exhibit  5 to the  Registration
Statement.

                              Very truly yours,

                              s/MCGUIRE WOODS BATTLE & BOOTHE