1


                                                                     Exhibit 5.1


                                                    March 10, 1999

National Record Mart
507 Forest Avenue
Carnegie, PA 15106


         Re:      Registration Statement on Form S-8 for National Record Mart,
                  Inc. CEO Options


Ladies and Gentlemen:

                  We have acted as counsel to National Record Mart, Inc., a
Delaware corporation (the "Company"), in connection with the above-captioned
Registration Statement (the "Registration Statement") relating to up to 400,000
shares of Common Stock, par value $.01 per share, of the Company (the "Common
Stock") which may be purchased pursuant to stock options granted to the
Company's Chief Executive Officer. Either authorized but unissued or treasury
shares of Common Stock may be issued upon the exercise of such stock options. In
rendering our opinion below, we have assumed that any previously issued shares
reacquired by the Company and issued upon the exercise of such options will have
been duly authorized, validly issued and fully paid at the time of their
original issuance.

                  In connection with this opinion, we have examined, among other
things:

                  (1) the Amended and Restated Certificate of Incorporation of
         the Company;

                  (2) action taken by the Board of Directors of the Company on 
         June 10, 1996 and February 12, 1997, approving the grant of such 
         options; and

                  (3) the option agreements relating to such options.

                  Based upon the foregoing and upon an examination of such other
documents, corporate proceedings, statutes, decisions and questions of law as we
considered necessary in order to enable us to furnish this opinion, and subject
to the assumption set forth above, we are pleased to advise you that in our
opinion the 400,000 shares of Common Stock being registered and which may be
issued by the Company upon the exercise of such stock options have been duly
authorized, and upon such issuance in accordance with the provisions of such
stock options such shares will be validly issued, fully paid and nonassessable.

                  In rendering the foregoing opinion, we have not examined the
laws of any jurisdiction other than the laws of the Commonwealth of
Pennsylvania, the General Corporate Laws of the State of Delaware and the
federal laws of the United States of America and the foregoing opinion is
limited to such laws.

                  We hereby consent to the filing of this opinion as an Exhibit
to the Registration Statement and to the use of our name in the Prospectus under
the caption "Legal Opinion."

                                            Yours truly,

                                            /s/ Reed Smith Shaw & McClay LLP

                                            REED SMITH SHAW & McCLAY LLP



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