[Letterhead of McGuire, Woods, Battle & Boothe, L.L.P.]

                                                                     Exhibit 5.1




                                  July 25, 1997



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

                     Re: Registration Statement on Form S-3
                        2,534,389 Shares of Common Stock

Ladies and Gentlemen:

         In  connection  with the  registration  of  2,534,389  shares of common
stock, par value $2.00 per share (the "Common Stock"), of Heilig-Meyers Company,
a Virginia  corporation  (the  "Company"),  under the Securities Act of 1933, as
amended (the "Act"),  on Form S-3 to be filed with the  Securities  and Exchange
Commission on the date hereof (the "Registration  Statement"),  and the offering
of such  Common  Stock as  described  in the  Registration  Statement,  you have
requested our opinion with respect to the matters set forth below.

         In connection  with this opinion,  we have relied,  among other things,
upon our examination of such records of the Company and certificates of officers
of the Company and of public officials as we have deemed appropriate.

         Subject to the foregoing and the other matters set forth herein,  it is
our opinion that as of the date hereof:

         1.       The Company is duly  organized and validly  existing under the
                  laws of the Commonwealth of Virginia; and

         2.       The  shares  of  Common  Stock  registered   pursuant  to  the
                  Registration  Statement  have  been  duly  authorized  and are
                  validly issued, fully paid and nonassessable.

         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  registered  under the  Registration
Statement,  given to the Company's Board of Directors as confirmed in our letter
of





Heilig-Meyers Company
July 25, 1997
Page 2


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 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 shares of Common Stock in the Registration  Statement (including
the applicable  Prospectus  relating to such shares).  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,

                                    /s/ McGuire, Woods, Battle & Boothe, L.L.P.