Exhibit 5.1

[National City Letterhead]

                                                                     Page 1 of 1


National City Corporation
1900 East Ninth Street
Cleveland, OH   44114-3484

                                         December 10, 2001

Ladies and Gentlemen:

     The law department acts as counsel to National Processing, Inc. (the
"Company") and in connection with the filing the Post-Effective Amendment No. 1
on Form S-3 to the Registration Statement #: 333-58958, registering shares of
Common Stock, without par value, (the "Common Stock") in connection with the
Amendments to National City Savings and Investment Plan, the National City
Savings and Investment Plan No. 2 and the National City Savings and Investment
Plan No. 3 (all these plans referred to collectively as the "Plans") and with
participations therein (the "Registration Statement").

     We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. In our examination, we have
assumed the validity of all signatures, the legal capacity of all natural
persons, the authenticity of all documents submitted to us as originals, the
conformity to original documents of all documents submitted to us as certified
or photostatic copies, and the authenticity of the originals of such copies.

     Based on the foregoing, we are of the opinion that:

     1.   The share of Common Stock outstanding on the date hereof which may be
          purchased by the Plans and delivered to participants pursuant to the
          Plans will be, when purchased and delivered in accordance with the
          Plans, duly authorized, validly issued, fully paid and nonassessable.

     2.   The shares of Common Stock which may be issued or transferred pursuant
          to the Plans will be, when issued or transferred in accordance with
          the Plans, duly authorized, validly issued, fully paid and
          nonassessable so long as:

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

          (b)  the issuance of any newly issued shares, and the transfer of any
               treasury shares, are duly authorized prior to any such issuance
               or transfer.

     3.   The participations to be extended to participants in such Plans will
          be validly issued when extended in accordance with such Plans.

     We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us, as counsel for the Company
under the caption "Legal Opinions" in the prospectus comprising a part of such
Registration Statement.






                                  Very truly yours,




                                  /s/ Carlton E. Langer

                                  Carlton E. Langer
                                  Senior Vice President and Assistant Secretary
                                  National City Corporation