EXHIBIT 5


              [McGuire, Woods, Battle & Boothe, L.L.P. letterhead]


                                  June 12, 1997



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

Ladies and 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 1,000,000 additional shares of Common Stock
which have been reserved for issuance under the Plan. The Registration Statement
also covers 1,000,000 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 1,000,000 additional shares of Common
Stock which are authorized 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, L.L.P.