Exhibit 5.1

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June 14, 2024	FIRM / AFFILIATE OFFICES
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J.Jill, Inc.

4 Batterymarch Park,

Quincy, MA 02169

Re: Registration Statement No. 333-274536 on Form S-3; Public Offering of Shares of Common Stock of J.Jill, Inc.

To the addressee set forth above:

We have acted as special counsel to J.Jill, Inc., a Delaware corporation (the “Company”), in connection with (i) the issuance of 1,000,000 shares (the “Company Shares”) of the Company’s common stock, $0.01 par value per share (“Common Stock”), by the Company and (ii) the sale of up to 1,300,000 shares (the “Selling Stockholder Shares” and, together with the Company Shares, the “Shares”) of Common Stock by the selling stockholder named in the Preliminary Prospectus (as defined below) and the Prospectus (as defined below). The Shares are included in a registration statement on Form S-3 under the Securities Act of 1933, as amended (the “Act”), filed with the Securities and Exchange Commission (the “Commission”) on September 15, 2023 (Registration No. 333-274536) (as so filed and as amended, the “Registration Statement”), including a base prospectus dated September 25, 2023 (the “Base Prospectus”), a preliminary prospectus supplement dated June 12, 2024 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Preliminary Prospectus”), and a prospectus supplement dated June 12, 2024 filed with the Commission pursuant to Rule 424(b) under the Act (together with the Base Prospectus, the “Prospectus”). The shares are being sold pursuant to an underwriting agreement, dated June 12, 2024, among the Company, the selling stockholder named therein and Jefferies LLC, William Blair & Company, L.L.C. and TD Securities (USA) LLC, as representatives of the several underwriters named therein (the “Underwriting Agreement”).

This opinion is being furnished in connection with the requirements of Item 601(b)(5) of Regulation S-K under the Act, and no opinion is expressed herein as to any matter pertaining to the contents of the Registration Statement, the Preliminary Prospectus or the Prospectus, other than as expressly stated herein with respect to the issue of the Shares.

June 14, 2024

Page 2

As such counsel, we have examined such matters of fact and questions of law as we have considered appropriate for purposes of this letter. With your consent, we have relied upon certificates and other assurances of officers of the Company and others as to factual matters without having independently verified such factual matters. We are opining herein as to the General Corporation Law of the State of Delaware, and we express no opinion with respect to any other laws.

Subject to the foregoing and the other matters set forth herein, it is our opinion that, as of the date hereof:

1. When the Company Shares shall have been duly registered on the books of the transfer agent and registrar therefor in the name or on behalf of the purchasers and issued by the Company against payment therefor (not less than par value) in the circumstances contemplated by the Underwriting Agreement, the issue and sale of the Company Shares will have been duly authorized by all necessary corporate action of the Company, and the Company Shares will be validly issued, fully paid and nonassessable. In rendering this opinion, we have assumed that the Company will comply with all applicable notice requirements regarding uncertificated shares provided in the General Corporation Law of the State of Delaware.

2. The Selling Stockholder Shares have been duly authorized by all necessary corporate action of the Company and are validly issued, fully paid and nonassessable.

This opinion is for your benefit in connection with the Registration Statement and may be relied upon by you and by persons entitled to rely upon it pursuant to the applicable provisions of the Act. We consent to your filing this opinion as an exhibit to the Company’s Current Report on Form 8-K filed with the Commission on June 14, 2024 and to the reference to our firm in the Prospectus under the heading “Legal Matters.” 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 of the Commission thereunder.

Sincerely,

/s/ Latham & Watkins LLP