Exhibit 5.1

               OPINION OF DICKINSON, MACKAMAN, TYLER & HAGEN, P.C.

               CONSENT OF DICKINSON, MACKAMAN, TYLER & HAGEN, P.C.



            [Letterhead of Dickinson, Mackaman, Tyler & Hagen, P.C.]






                                                         February 7, 2002



North Central Bancshares, Inc.
825 Central Avenue
Fort Dodge, Iowa 50501-1237

              Re:  North Central Bancshares, Inc. 1996 Stock Option Plan

Dear Sirs:

     We have acted as Iowa counsel for North Central Bancshares, Inc., an Iowa
corporation ("Corporation"), in connection with the filing of a registration
statement on Form S-8 under the Securities Act of 1933, as amended
("Registration Statement") with respect to 40,000 shares of its common stock,
par value $.01 per share ("Shares"), which may be issued pursuant to the North
Central Bancshares, Inc. 1996 Stock Option Plan ("Plan"). In rendering the
opinion set forth below, we do not express any opinion concerning law other than
the federal law of the United States and the corporate law of the State of Iowa.

     We have examined originals or copies, certified or otherwise identified, of
such documents, corporate records and other instruments as we have deemed
necessary or advisable for purposes of this opinion. As to matters of fact, we
have examined and relied upon the Plan described above and, where we have deemed
appropriate, representations or certificates of officers of the Corporation or
public officials. We have assumed the authenticity of all documents submitted to
us as originals, the genuineness of all signatures, the legal capacity of
natural persons and the conformity to the originals of all documents submitted
to us as copies.



North Central Bancshares, Inc.
February 7, 2002
Page 2


     Based on the foregoing, we are of the opinion that the Shares which are
being registered pursuant to the Registration Statement have been duly
authorized and, when issued and paid for in accordance with the terms of the
Plan, such Shares will be validly issued, fully paid and non-assessable.

     In rendering the opinion set forth above, we have not passed upon and do
not purport to pass upon the application of "doing business" or securities or
"blue-sky" laws of any jurisdiction (except federal securities law).

     This opinion is given solely for the benefit of the Corporation and
purchasers of shares under the Plan, and no other person or entity is entitled
to rely hereon without express written consent.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to our Firm's name therein.

                                       Very truly yours,

                                       DICKINSON, MACKAMAN, TYLER & HAGEN, P.C.



                                       By: /s/ J. Marc Ward
                                           -------------------------
                                           J. Marc Ward