A finite simple graph $G$ is said to be well-covered if every maximal independent set of $G$ is of the same size. In this paper, the authors construct proofs which characterize well-covered graphs of girth greater than or equal to $5$. A pendant edge is an edge incident with a vertex of degree $1$. A $5$-cycle is said to be basic if it does not contain two adjacent vertices each of degree $3$ or more. A finite, simple, connected graph is said to be in the family $\scr P\scr C$ if the vertex set of $G$ can be partitioned into sets $\scr P$ and $\scr C$ such that $\scr P$ contains only vertices incident with pendant edges, and $\scr C$ contains only vertices in basic $5$-cycles, such that the $5$-cycles partition $\scr C$. The following results are proven in this paper: Let $G$ be a connected well-covered graph of girth $\geq 5$. Then either $G$ is in $\scr P\scr C$ or $G$ is isomorphic to one of the graphs $K_1$, $C_7$, $P_{10}$, $P_{13}$, $Q_{13}$ or $P_{14}$. Moreover, if $G$ is in $\scr P\scr C$, then $G$ is well-covered. In addition, if the girth of $G$ is $\geq 6$, and $G$ is not isomorphic to $C_7$ or $K_1$, then $G$ is well-covered if and only if its pendant edges form a perfect matching.