<DOCUMENT>
<TYPE>EX-5.1
<SEQUENCE>3
<FILENAME>dex51.txt
<DESCRIPTION>OPINION OF BAKER BOTTS L.L.P.
<TEXT>
<PAGE>

                                                                     Exhibit 5.1


                            [BAKER BOTTS LETTERHEAD]

                                  April 3, 2003

NCR Corporation
1700 South Patterson Blvd.
Dayton, Ohio 45479

     Re:  Registration Statement on Form S-4 relating to 7.125% Senior Notes due
          2009

Ladies and Gentlemen:

          Reference is made to the Registration Statement on Form S-4 (the
"Registration Statement") to be filed by NCR Corporation, a Maryland corporation
("NCR"), with the United States Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Act"), relating
to the registration under the Act of $300,000,000 aggregate principal amount of
7.125% Senior Notes due 2009 (the "New Notes") to be offered by NCR in exchange
(the "Exchange Offer") for a like principal amount of its issued and outstanding
7.125% Senior Notes due 2009 (the "Outstanding Notes"). As set forth in the
Registration Statement, we are passing upon certain legal matters for NCR in
connection with the Exchange Offer. The New Notes are to be issued under an
Indenture dated as of June 1, 2002 between NCR and The Bank of New York, as
trustee, as supplemented by Supplemental Indenture No. 1 thereto, dated as of
June 6, 2002 (collectively the "Indenture"). At your request, this opinion is
being furnished to you for filing as Exhibit 5.1 to the Registration Statement.

          In our capacity as counsel to NCR in connection with the Exchange
Offer, we have examined each of (i) NCR's Articles of Amendment and Restatement
and Amended and Restated Bylaws, each as amended to date; (ii) the Indenture;
and (iii) the originals, or copies certified or otherwise identified, of
corporate records of NCR, including minute books of NCR as furnished to us by
NCR, certificates of public officials and of representatives of NCR, statutes
and other instruments and documents as a basis for the opinions hereinafter
expressed. In giving such opinions, we have relied upon certain certificates of
officers of NCR with respect to the accuracy of the material factual matters
contained in such certificates. We have assumed that all signatures on documents
examined by us are genuine, all documents submitted to us are authentic and all
documents submitted as certified or photostatic copies conform to the originals
thereof.

          On the basis of the foregoing, and subject to the assumptions,
limitations and qualifications set forth herein, we are of the opinion that when
(i) the Registration Statement has become effective under the Act and (ii) the
New Notes have been duly executed, authenticated and delivered in accordance
with the provisions of the Indenture and issued in exchange for

<PAGE>

NCR Corporation
April 3, 2003
Page 2

Outstanding Notes pursuant to, and in accordance with the terms of, the Exchange
Offer as contemplated in the Registration Statement:

          1.  The Indenture has been duly authorized, executed and delivered by
NCR and the New Notes will constitute legal, valid and binding obligations of
NCR enforceable against NCR in accordance with their terms, except as the same
may be limited by bankruptcy, fraudulent conveyance, insolvency, reorganization,
moratorium or other laws of general applicability relating to or affecting the
enforcement of creditors' rights and to general principles of equity and public
policy (regardless of whether such enforceability is considered in a proceeding
in equity or at law).

          2.  The statements in the Registration Statement under the caption
"United States Federal Tax Consequences" insofar as such statements constitute
summaries of legal matters fairly summarize in all material respects the matters
referred to therein.

          The opinions set forth above are limited in all respects to the laws
of the State of New York, State of Maryland, and applicable federal laws of the
United States, each as in effect on the date hereof. This opinion speaks as of
the date hereof, and we disclaim any obligation to update this opinion.

          We hereby consent to the filing of this opinion of counsel as Exhibit
5.1 to the Registration Statement and to the reference to our firm under the
heading "Legal Matters" in the prospectus forming a part of the Registration
Statement. In giving this consent, we do not hereby admit that we are in the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.

                                             Very truly yours,

                                             /s/ Baker Botts L.L.P.

                                             BAKER BOTTS L.L.P.

                                                  /s/ By James R. Doty

</TEXT>
</DOCUMENT>
