Exhibit 5.1
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November 9, 2001

Securities and Exchange Commission
450 Fifth Street
Washington, D. C. 20549

Re:      Eckerd Corporation
         401(k) Savings Plan
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Dear Sirs:

As Executive Vice President, Secretary and General Counsel of J. C. Penney
Company, Inc., a Delaware corporation ("Company"), I am familiar with the
Restated Certificate of Incorporation of the Company, as amended, and its
Bylaws, as amended.

I am also familiar with the Eckerd Corporation 401(k) Savings Plan ("Plan"), and
the corporate proceedings taken to authorize the offer or sale of shares of
JCPenney common stock of 50(cent) par value, together with the preferred stock
purchase rights associated therewith (such common stock, together with such
associated rights, being hereinafter referred to as the "JCPenney Common
Stock"), of the Company pursuant thereto. I have examined the Registration
Statement on Form S-8 filed by the Company with the Securities and Exchange
Commission on this date for the registration under the Securities Act of 1933,
as amended, of 500,000 shares of JCPenney Common Stock to be offered or sold
pursuant to the Plan. I have also examined such other documents and records as I
have deemed appropriate for the purposes of this opinion.

Based on the foregoing, I am of the opinion that the shares of JCPenney Common
Stock to be offered or sold under the Plan are duly authorized and issued, are
legally issued, fully paid, and non-assessable.

I hereby consent to the reference to me in the above-mentioned Registration
Statement and to the filing of this opinion as an exhibit to said Registration
Statement.

Very truly yours,

/s/ Charles R. Lotter

Charles R. Lotter
Executive Vice President,
Secretary and General Counsel
J. C. Penney Company, Inc.


S-8 - 401(k) Savings Plan - 29038.2
November 9, 2001

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