EXHIBIT 5.1


                                  July 1, 1999

Heilig-Meyers Company
12560 West Creek Parkway
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 Company Employee Stock Purchase Plan
(the "Plan"). The Registration Statement covers 960,000 shares of Common Stock
of Heilig-Meyers Company, a Virginia Corporation (the "Company") which have been
reserved for issuance under the Plan. The Registration Statement also covers
960,000 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.

         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.

         Based on the foregoing, we are of the opinion that the 960,000 shares
of Common Stock which are authorized for issuance under the Plan, when issued 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 10, 1998, a
copy of which is attached hereto.

         We consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.


                                          Very truly yours,


                                         /s/ McGuire, Woods, Battle & Boothe LLP

                                       7