Exhibit 5.1

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

                                       April 10, 2003

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. 2
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, and the National City
Savings and Investment Plan No. 2 all these plans referred to collectively as
the "Plans") and with participations therein (the "Registration Statement").

      The Law Department has 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 transferred pursuant to the
            Plans will be, when 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 or Post-Effective Amendment No. 2 to Form S-3 to be filed
by National Processing, Inc. in order to effect registration of shares of
National Processing, Inc. Common Stock which may be transferred under the Plans
and the reference to us, as counsel for the Company under the caption "Legal
Opinions" in the prospectus comprising a part of such Registration Statement.



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                                   Very truly yours,




                                   /s/ Carlton E. Langer

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