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Exhibit 5.1
November 30, 2000
The J. Jill Group, Inc.
4 Batterymarch Park
Quincy, Massachusetts 02169
Ladies and Gentlemen:
We are familiar with the Registration Statement on Form S-8 (the "S-8
Registration Statement") filed today by The J. Jill Group, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended. The S-8 Registration Statement relates
to the proposed offering by the Company of 250,000 shares (the "Shares") of its
common stock, par value $0.01 per share (the "Common Stock"), issuable pursuant
to the J. Jill Group, Inc. Amended 1998 Employee Stock Purchase Plan (the "1998
Stock Purchase Plan").
In arriving at the opinion expressed below, we have examined and relied
on the following documents:
(a) The Restated Certificate of Incorporation of the Company, as
amended;
(b) The By-Laws of the Company, as amended;
(c) The records of meetings and consents of the Board of Directors and
stockholders of the Company provided to us by the Company relating to
the 1998 Stock Purchase Plan and the Shares; and
(d) The 1998 Stock Purchase Plan.
In addition, we have examined and relied on the originals or copies
certified or otherwise identified to our satisfaction of all such corporate
records of the Company and such other instruments and other certificates of
public officials, officers and representatives of the Company and such other
persons, and we have made such investigations of law, as we have deemed
appropriate as a basis for the opinions expressed below.
Based upon the foregoing, it is our opinion that:
1. The Company has corporate power adequate for the issuance of
the Shares in accordance with the S-8 Registration Statement.
2. The Company has taken all necessary corporate action required
to authorize the issuance and sale of the Shares.
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3. When certificates for the Shares have been duly executed and
countersigned, and delivered against due receipt of the
consideration for the Shares as described in the 1998 Stock
Purchase Plan and the agreements related thereto, the Shares
will be legally issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
S-8 Registration Statement.
Very truly yours,
FOLEY, HOAG & ELIOT LLP
By: /s/ David R. Pierson
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A Partner
