Exhibit 5.1
June 24, 1997
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 ("MacSaver"), 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.
Heilig-Meyers Company
MacSaver Financial Services, Inc.
June 19, 1997
Page 2
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 MacSaver, and when the Debt Securities have been duly
established by an Indenture, and duly executed, authenticated and delivered by
or on behalf of MacSaver 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 MacSaver, enforceable against MacSaver 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
an Indenture, and duly executed in accordance with the terms of an Indenture and
upon due execution, authentication and delivery of the Debt Securities and upon
payment therefor in accordance with the terms of an 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
Heilig-Meyers Company
MacSaver Financial Services, Inc.
June 19, 1997
Page 3
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 an 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.
We also reaffirm our opinion regarding the 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 that may be issued pursuant to the
transactions described herein, 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.
To the extent that the obligations of Heilig-Meyers and MacSaver under
an 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
Heilig-Meyers Company
MacSaver Financial Services, Inc.
June 19, 1997
Page 4
of its jurisdiction of organization; that the Trustee is duly qualified to
engage in the activities contemplated by an Indenture; that an 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 an
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 an 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.