Exhibit 5.1



                LETTERHEAD OF BLACKWELL SANDERS PEPER MARTIN LLP


                              _______________, 2002

NN, Inc.
2000 Waters Edge Drive
Johnson City, Tennessee  37604

Ladies and Gentlemen:

         We have acted as counsel to NN, Inc., a Delaware corporation (the
"Company"), in connection with the filing of a registration statement by the
Company on Form S-3 (the "Registration Statement") under the Securities Act of
1933, as amended, of 7,475,000 shares (the "Shares") of Common Stock of the
Company, $.01 par value per share. The Shares include 2,600,000 shares which are
being sold by the Company (the "Primary Shares") and 3,900,000 shares which are
being sold by the selling stockholders (the "Secondary Shares"). The Primary
Shares and Secondary Shares include up to an aggregate of 975,000 shares which
may be sold by the underwriters named therein pursuant to an over-allotment
option granted by the Company and the selling stockholders.

         In connection with the foregoing, we have examined such documents,
corporate records and other instruments as we have deemed necessary or
appropriate in connection with this opinion. Based upon and subject to the
foregoing, we are of the opinion that the Secondary Shares are, and the Primary
Shares, when sold and issued in accordance with the Registration Statement and
related prospectus, will be, validly issued, fully paid and non-assessable.

We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference under the caption "Legal Matters" in the
prospectus included in the Registration Statement.

                                      Very truly yours,





                                      /s/ Blackwell Sanders Peper Martin LLP