EXHIBIT 5.1
Law Offices
Baker, Donelson, Bearman & Caldwell
A PROFESSIONAL CORPORATION
FIRST TENNESSEE BUILDING
165 Madison Avenue
Suite 2000
Memphis, Tennessee 38103
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(901) 526-2000
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FACSIMILE
(901) 577-2303
June 21, 2002
Kirkland's, Inc.
805 N. Parkway
Jackson, TN 38305
Re: Registration Statement on Form S-1
(Registration No. 333-86746)
Ladies and Gentlemen:
We have acted as special counsel to Kirkland's, Inc., a
Tennessee corporation (the "Company"), in connection with the registration under
the Securities Act of 1933, as amended (the "Act") of a public offering (the
"Offering") of up to 7,000,000 shares (the "Primary Shares") of the Company's
Common Stock, no par value (the "Common Stock"), to be offered by the Company
and selling shareholders, and up to an additional 1,050,000 shares of Common
Stock (the "Over-Allotment Shares" and, together with the Primary Shares, the
"Shares") subject to an over-allotment option which may be sold by selling
shareholders (the "Selling Shareholders").
The opinion is delivered in accordance in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Act.
We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration Statement on Form S-1
originally filed under the Act with the Securities and Exchange Commission (the
"Commission") on April 23, 2002 and Amendment No. 1 thereto filed on June 5,
2002 ("Amendment No. 1") and Amendment No.2 thereto filed on June 14, 2002
("Amendment No. 2")(as so amended the "Registration Statement"); (ii) the form
of Purchase Agreement, filed as Exhibit 1.1 to Amendment No. 1 to the
Registration Statement (the "Purchase Agreement"), to be entered into by and
among the Company, the Selling Shareholders and Merrill Lynch & Co., CIBC World
Markets, SunTrust Robinson Humphrey, and U.S. Bancorp Piper Jaffray (the
"Underwriters"); (iii) the Company's Amended and Restated Charter and By-Laws,
as in effect on the date hereof; (iv) the form of the Company's Amended and
Restated Charter and Amended and Restated By-Laws, to become effective prior to
the Registration Statement being declared effective by the Commission; (v)
certain resolutions of the Board of Directors of the Company relating to, among
other things, the issuance of the Primary Shares; (vi) a specimen certificate
representing the shares of Common
Kirkland's, Inc.
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June 21, 2002
Stock; and (vii) such other documents as we have deemed necessary or appropriate
as a basis for the opinions set forth below.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein, which were not independently established or
verified, we have relied upon statements and representations of officers and
other representatives of the Company, the Selling Shareholders and others. In
addition, we have assumed (a) that prior to the consummation of the Offering,
the Amended and Restated Charter filed as Exhibit 3.2 to Amendment No. 1 is
filed with the Secretary of State of the State of Tennessee and the Pre-Offering
Transactions (as defined in the Registration Statement) are effected, and (b)
the conformity of the certificates representing the Shares to the form of the
specimen thereof examined by us and the due execution and delivery of such
certificates.
Members of our firm are admitted to the Bar of the State of
Tennessee, and we express no opinion as to the laws of any other jurisdiction
other than the Federal laws of the United States of America.
Based upon and subject to the foregoing, we are of the opinion
that:
1. When (i) the Board of Directors of the Company
authorizes the price per Primary Share, (ii) the duly appointed officers of the
Company and the Selling Shareholders execute and deliver the Underwriting
Agreement and (iii) the Primary Shares being offered by the Company are issued
and delivered against payment therefor in accordance with the terms of the
Underwriting Agreement, the Primary Shares being offered by the Company will be
duly authorized, validly issued, fully paid and nonassessable.
2. When (i) the Board of Directors of the Company
authorizes the price per share, (ii) the duly appointed officers of the Company
and the Selling Shareholders execute and deliver the Purchase Agreement and
(iii) the Company's preferred stock is converted into Common Stock and other
related transactions are consummated as contemplated by the Pre-Offering
Transactions described in the Registration Statement under the heading "Related
Party Transactions," the Primary Shares being offered by the Selling
Shareholders and the Over-Allotment Shares will be duly authorized, validly
issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm under the
caption "Legal Opinions" in the prospectus filed as part of the Registration
Statement. In giving such consent, we do not thereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
Rules and Regulations promulgated thereunder.
Kirkland's, Inc.
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June 21, 2002
This opinion is furnished by us, as your special counsel, in
connection with the filing of the Registration Statement and, except as provided
in the immediately preceding paragraph, is not to be used, circulated, quoted or
otherwise referred to for any other purpose without our express written
permission or relied upon by any other person.
Very truly yours,
/s/ Baker, Donelson, Bearman & Caldwell
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Baker, Donelson, Bearman & Caldwell