EXHIBIT 5.2

Pepper Hamilton LLP
Attorneys at Law
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103-2799
Tel 215.981.4000
Fax 215.981.4750

                                 September 6, 2005

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

      Re:   Executive Nonqualified Excess Plan of Kirkland's Inc.

Ladies and Gentlemen:

      We have served as counsel to Kirkland's Inc., a Tennessee corporation (the
"Company"), in connection with the registration by the Company of obligations
("Deferred Compensation Obligations") which may be incurred by the Company
pursuant to The Executive Nonqualified Excess Plan (the "Plan") and the filing
of a registration statement on Form S-8 (the "Registration Statement") relating
to the Deferred Compensation Obligations. Unless otherwise defined herein,
capitalized terms used herein shall have the meanings assigned to them in the
Registration Statement.

      As such counsel, we have made such legal and factual examinations and
inquiries as we have deemed necessary or appropriate for purposes of this
opinion, and have made such additional assumptions as are set forth below.

      The Plan document states that the Plan is intended to be unfunded and was
established primarily to permit a select group of management or highly
compensated employees and independent contractors to defer, in accordance with
the terms of the Plan, the receipt of compensation otherwise payable to such
employees and independent contractors.

      For the purpose of this opinion, we have assumed that (1) the Plan was
duly adopted by the Company on March 1, 2005, and (2) the Plan is maintained
primarily for the purpose of providing the opportunity to defer the receipt of
compensation to a select group of management or highly compensated employees and
independent contractors.

      By its express terms, the Plan potentially results in a deferral of income
by employees for periods extending to the termination of covered employment or
beyond. Accordingly, the Plan is an



"employee pension benefit plan" described in section 3(3) of the Employee
Retirement Income Security Act of 1974, as amended ("ERISA"). However, as a Plan
that is unfunded and maintained primarily for the purpose of providing deferred
compensation to a select group of management or highly compensated employees and
independent contractors, the Plan is subject to parts 1 and 5 of Title I of
ERISA, but not to any other provisions of ERISA.

      The Plan is not designed or operated with the purpose of satisfying the
requirements for qualification under section 401(a) of the Internal Revenue Code
of 1986, as amended.

      Parts 1 and 5 of Title 1 of ERISA do not impose any specific written
requirements on non-qualified deferred compensation arrangements such as the
Plan as a condition to compliance with the applicable provisions of ERISA.
Further, the operation of the Plan pursuant to the written provisions of the
Plan will not cause the Plan to fail to comply with parts 1 or 5 of Title 5 of
ERISA.

      On the basis of the foregoing, we are of the opinion that the provisions
of the written document constituting the Plan comply with the requirements of
ERISA pertaining to such provisions.

      This opinion letter is issued as of the date hereof and is limited to the
laws now in effect and in all respects is subject to and may be limited by
future legislation, as well as by future case law. We assume no responsibility
to keep this opinion current or to supplement it to reflect facts or
circumstances which may hereafter come to our attention or any changes in laws
which may hereafter occur.

      We hereby expressly consent to the filing of this opinion with the
Commission as an exhibit to the Company's Registration Statement. In giving this
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the 1933 Act or the Rules and Regulations
of the Commission.

                                                         Very truly yours,

                                                         /s/ Pepper Hamilton LLP

                                                         Pepper Hamilton LLP