<PAGE> 1
Exhibit 5.1
August 11, 2000
National City Bank
1900 East 9th Street
Cleveland, Ohio 44114
Re: NATIONAL CITY CREDIT CARD MASTER TRUST
Ladies and Gentlemen:
We have acted as special counsel to National City Bank (the "Bank") in
connection with the registration statement on Form S-3 for which this opinion
letter is filed as an exhibit thereto (the "Registration Statement"), filed by
the Bank on behalf of National City Credit Card Master Trust (the "Trust") under
the Securities Act of 1933, as amended (the "Act"), with respect to the issuance
through the Trust of asset backed certificates representing interests in the
Trust (the "Certificates"). The Trust has been formed and the Certificates are
to be issued pursuant to a Pooling and Servicing Agreement, as amended and
restated as of July 1, 2000 (as amended and supplemented, the "Pooling and
Servicing Agreement"), between the Bank, as seller and servicer, and The Bank of
New York, a New York banking corporation, as trustee (the "Trustee").
We have examined such documents, records and matters of law as we have
deemed necessary for purposes of this opinion. Based on the foregoing, we are of
the opinion that when the issuance, execution and delivery of the Certificates
have been duly authorized by the Bank, and when the Certificates have been duly
executed by the Bank and authenticated by the Trustee in accordance with the
terms of the Pooling and Servicing Agreement and issued and delivered against
payment therefor as contemplated by the Registration Statement, the Certificates
will be validly issued and outstanding, and enforceable in accordance with their
terms.
Our opinion is subject to (i) applicable bankruptcy, insolvency,
reorganization, fraudulent transfer, voidable preference, moratorium or similar
laws, and related judicial doctrines, from time to time in effect affecting
creditors' rights and remedies generally, and (ii) general principles of equity
(including, without limitation, standards of materiality, good faith,
<PAGE> 2
August 11, 2000
Page 2
fair dealing and reasonableness, equitable defenses and limits on the
availability of equitable remedies), whether such principles are considered in a
proceeding at law or in equity.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus constituting a part of the Registration Statement. In
giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ JONES, DAY, REAVIS & POGUE
JONES, DAY, REAVIS & POGUE
