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                                                                     Exhibit 5.1
[NATIONAL CITY CORPORATION LETTERHEAD]






                                 October 12, 2001

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

Re:      National Processing, Inc. 2001 Restricted Stock Plan

Ladies and Gentlemen:

         I am Assistant General Counsel of National City Corporation ("National
City"), a Delaware corporation. Certain attorneys of the law department of
National City (the "Law Department") have acted as counsel to National
Processing, Inc. ("NPI"), an 86% owned subsidiary of National City, in
connection with the Plan. Except as otherwise defined in this opinion letter,
each term used in this opinion letter and defined in the Plan shall have, for
purposes of this opinion letter, the meaning ascribed to that term in the Plan.

         The Law Department has examined such documents, records, and matters of
law as the Law Department has deemed necessary for the purpose of rendering the
opinions set forth below in this opinion letter, and based on that examination,
the Law Department is of the opinion that:


         1.       The shares of NPI Common Stock, no par value per share
                  ("Common Stock") which may be issued (in the case of original
                  issue shares) or transferred (in the case of treasury shares)
                  that have been granted or that may be granted under the Plan
                  will, when issued or transferred, as the case may be, be fully
                  paid and non-assessable so long as:

                  (a)      the consideration received or to be received by NPI
                           is at least equal to the par value of such shares;
                           and

                  (b)      the issuance of any original issue shares, and the
                           transfer of any treasury shares, is, prior to any
                           such issuance or transfer, as the case may be, duly
                           authorized; and

         2.       any Awards of Restricted Common Stock granted or to be granted
                  under and in accordance with the Plan will, when so granted,
                  be validly issued.








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         The Law Department hereby consents to (i) the filing of this opinion
letter as Exhibit 5.1 to the Registration Statement on Form S-8 to be filed by
NPI in order to effect registration of the shares of Common Stock which may be
issued or transferred under the Plan and any Awards that have been granted or
that may be granted under the Plan and (ii) the reference to the Law Department
under the caption "Legal Opinions" in the prospectus comprising a part of such
Registration Statement.


                                Very truly yours,


                                /s/ Carlton E. Langer
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                                National City Corporation Law Department
                                Carlton E. Langer
                                Assistant General Counsel