EXHIBIT 5.1

                                   LAW OFFICES
                 BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ
                           A PROFESSIONAL CORPORATION

                            FIRST TENNESSEE BUILDING

                               165 MADISON AVENUE

                                   SUITE 2000

                            MEMPHIS, TENNESSEE 38103

                                 (901) 526-2000

                                    FACSIMILE
                                 (901) 577-2303

WILLIAM P. KENWORTHY
DIRECT DIAL: (901) 577-2311
DIRECT FAX: (901) 577-0742
E-MAIL ADDRESS: kkenworthy@bakerdonelson.com

                                 August 30, 2005

Kirkland's Inc.
805 North Parkway
Jackson, Tennessee 38305

          Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

      Reference is made to a registration statement on Form S-8 (the
"Registration Statement") of Kirkland's Inc. (the "Company") which is being
filed with the Securities and Exchange Commission. Capitalized terms not
otherwise defined herein shall have the meanings ascribed to them in the
Registration Statement.

      The Registration Statement relates to $5,000,000 of obligations ("Deferred
Compensation Obligations") which may be incurred by the Company pursuant to its
Executive Nonqualified Excess Plan (the "Plan").

      In connection with our representation of the Company, as a basis for our
opinions hereinafter set forth, we have examined the Registration Statement,
including the exhibits thereto, the Company's Articles of Incorporation, as
amended, the Company's By-laws, as amended, the Plan and such other documents as
we have deemed appropriate in rendering this opinion. As to matters of fact, we
have relied on representations of officers of the Company. In our examination,
we have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals and the authenticity of all documents
submitted to us as copies of originals.

      Based on the foregoing, it is our opinion that the Deferred Compensation
Obligations incurred by the Company in accordance with the Plan will be valid
and binding obligations of the Company enforceable against the Company in
accordance with the terms of the Plan, except to the extent that enforcement
thereof may be limited by (a) bankruptcy, insolvency, reorganization, fraudulent
transfer, moratorium or other similar laws relating to or affecting creditors'
rights generally and (b) general principles of equity, regardless of whether
enforceability is considered in a proceeding at law or in


                                                                    
ALABAMA GEORGIA   - LOUISIANA   - MISSISSIPPI   - TENNESSEE   - WASHINGTON, D.C.   BEIJING, CHINA
                                                                                   Representative
                                                                                   Office,
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September 1,2005
Page 2

equity. This opinion is being furnished to you solely for submission to the
Securities and Exchange Commission as an exhibit to the Registration Statement
and, accordingly, may not be relied upon, quoted in any manner to or delivered
to any other person or entity, without, in each instance, our prior written
consent.

      Our opinion is limited to the Business Corporation Act of Tennessee, as
amended, including the statutory provisions and all applicable provisions of the
Constitution of the State of Tennessee and reported judicial decisions
interpreting these laws, and the federal securities laws, each as in effect on
the date hereof. We assume no obligation to supplement this opinion if any
applicable law changes after the date hereof or if we become aware of any fact
that might change the opinion expressed herein after the date hereof.

      We express no opinion as to the tax consequences of the Plan on the
Company or any participant in the Plan under Federal or any State tax laws. We
express no opinion as to whether the Plan complies with Section 409A or any
other provision of the United States Internal Revenue Code (the "Code") or the
Employee Retirement Income Security Act of 1974 (P.L. 93-407) as amended
("ERISA"), or any provision of the Tennessee Code except as stated above.

      We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement. In giving such consent, we do not thereby
admit that we come within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules or regulations of the
Securities and Exchange Commission thereunder.

                                                        Very truly yours,

                                                        /s/ William P. Kenworthy

                                                        William P. Kenworthy

WPK:tcs