Exhibit 5.1
McGuire, Woods, Battle & Boothe, L.L.P.
One James Center
901 East Cary Street
Richmond, Virginia 23219
July 8, 1996
Heilig-Meyers Company
2235 Staples Mill Road
Richmond, Virginia 23230
MacSaver Financial Services, Inc.
2 Reads Ways, Suite 224
New Castle, Delaware 19720
Re: Registration Statement on Form S-3
$400,000,000 Aggregate Principal
Amount of Securities
Ladies and Gentlemen:
In connection with the registration of $400,000,000 aggregate principal
amount of (i) common stock, par value $2.00 per share (the "Common Stock"), of
Heilig-Meyers Company, a Virginia corporation ("Heilig-Meyers"), (ii) warrants
to purchase the Common Stock of Heilig-Meyers (the "Warrants"), (iii) debt
securities (the "Debt Securities")of MacSaver Financial Services, Inc., a
Delaware corporation ("MFS"), and (iv) the guarantees of the Debt Securities
(the "Guarantees" and, collectively with the Common Stock , Warrants and Debt
Securities, the "Securities") by Heilig-Meyers, under the Securities Act of
1933, as amended (the "Act"), on Form S-3 to be filed with the Securities and
Exchange Commission (the "Commission") on the date hereof (the "Registration
Statement"), and the offering of such Securities from time to time, as set forth
in the prospectus contained in the Registration Statement (the "Prospectus") and
as to be set forth in one or more supplements to the Prospectus (each a
"Prospectus Supplement"), you have requested our opinion with respect to the
matters set forth below.
In connection with this opinion, we have made such legal and factual
examinations and inquiries, including an examination of originals or copies,
certified or otherwise identified to our satisfaction, of such documents,
corporate records and instruments, as we have deemed necessary or appropriate
for purposes of this opinion.
Capitalized terms used herein without definition have the meanings
ascribed to them in the Registration Statement.
Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:
1. Heilig-Meyers has authority pursuant to its Restated Articles of
Incorporation to issue up to 250,000,000 shares of Common Stock. Upon adoption
by the Board of Directors of Heilig-Meyers of a resolution in form and content
as required by applicable law and upon issuance and delivery of and payment for
such shares in the manner contemplated by the Registration Statement and/or the
applicable Prospectus Supplement and by such resolution, the shares of Common
Stock to be sold pursuant to the Registration Statement and/or Prospectus
Supplement will be validly issued, fully paid and nonassessable.
2. The Debt Securities have been duly authorized by all necessary
corporate action of MFS, and when the Debt Securities have been duly established
by an Indenture, and duly executed, authenticated and delivered by or on behalf
of MFS against payment therefor in accordance with the terms of an Indenture and
as contemplated by the Registration Statement and/or the applicable Prospectus
Supplement, the Debt Securities will constitute legally valid and binding
obligations of MFS, enforceable against MFS in accordance with their terms.
3. The Guarantees have been duly authorized by all necessary corporate
action of Heilig-Meyers, and when the Guarantees have been duly established by
the Indenture, and duly executed in accordance with the terms of the Indenture
and upon due execution, authentication and delivery of the Debt Securities and
upon payment therefor in accordance with the terms of the Indenture and as
contemplated by the Registration Statement and/or the applicable Prospectus
Supplement, will be legally valid and binding obligations of Heilig-Meyers.
4. The registration of the Warrants pursuant to the Registration
Statement has been duly authorized by all necessary corporate action of
Heilig-Meyers. Upon adoption by the Board of Directors of Heilig-Meyers of a
resolution in form and content as required by applicable law with respect to the
Common Stock issuable upon exercise of the Warrants, and when the Warrants have
been duly established by a Warrant Agreement, and duly executed and delivered by
or on behalf of the Company against payment therefor in accordance with the
terms of a Warrant Agreement and as contemplated by the Registration Statement
and/or the applicable Prospectus Supplement, the Warrants will constitute
legally valid and binding obligations of the Company, enforceable against the
Company in accordance with their terms.
The opinions set forth above are subject to the following exceptions,
limitations and qualifications: (i) the effect of bankruptcy, insolvency,
fraudulent conveyance, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors; (ii) the effect of general principles of equity, whether enforcement
is considered in a proceeding in equity or at law, and the discretion of the
court before which any proceeding therefor may be brought; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy; and (iv) the enforceability of obligations under the Indenture
may be limited by (A) requirements that a claim with respect to any Securities
denominated other than in U.S. dollars (or a foreign currency or foreign
currency unit judgment in respect to such claim) be converted into United States
dollars at a rate of exchange prevailing on a date determined pursuant to
applicable law; and (B) governmental authority to limit, delay or prohibit the
making of payments in foreign currency or currency units or payments outside the
United States.
To the extent that the obligations of Heilig-Meyers and MFS under the
Indenture may be dependent upon such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by the Indenture; that
the Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of the
Trustee enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under the Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under the Indenture.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to reference to us under the heading relating to the
validity of the Securities in the Registration Statement (including the
applicable Prospectus Supplement relating to such Securities). We do not admit
by giving this consent that we are in the category of persons whose consent is
required under Section 7 of the Act.
Very truly yours,
MCGUIRE WOODS BATTLE & BOOTHE, L.L.P.