Exhibit 5.1

                              [CONCORD LETTERHEAD]

                                January 22, 2002

Board of Directors
Concord EFS, Inc.
2525 Horizon Lake Drive

Suite 120
Memphis, Tennessee  38133

            Re: 1,100,000 Shares of Common Stock, Par Value $0.33 1/3 Per Share
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Ladies and Gentlemen:

                  I refer to the Registration Statement on Form S-4 (the
"Registration Statement") being filed by Concord EFS, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Securities Act"),
relating to the registration of 1,100,000 shares of common stock, par value
$0.33 1/3 per share (the "Shares") of the Company.

                  In rendering this opinion letter, I have examined and relied
upon a copy of the Registration Statement and the exhibits filed therewith. I
have also examined or caused to be examined originals, or copies of originals
certified to my satisfaction, of such agreements, documents, certificates and
statements of government officials and other instruments, and have examined such
questions of law and have satisfied myself as to such matters of fact, as I have
considered relevant and necessary as a basis for this opinion letter. I have
assumed the authenticity of all documents submitted to me as originals, the
genuineness of all signatures, the legal capacity of all natural persons and the
conformity with the original documents of any copies thereof submitted to us for
examination.

                  Based on the foregoing, and subject to the qualifications and
limitations hereinafter set forth, I am of the opinion that:

               1. The Company is a duly incorporated and validly existing
corporation under the laws of the State of Delaware.

               2. The Shares will be legally issued, fully paid and
nonassessable when (i) the Registration Statement, as finally amended (including
any necessary post-effective amendments), shall have become effective under the
Securities Act; (ii) the Company's Board of Directors or duly authorized
committee thereof shall have duly adopted final resolutions authorizing the
issuance and sale of the Shares as contemplated by the Registration Statement;
and (iii) certificates representing the Shares shall have been duly executed,
countersigned and registered and duly delivered to the purchasers thereof
against payment of the agreed consideration therefor.



                  I do not find it necessary for the purposes of this opinion
letter to cover, and accordingly I express no opinion as to, the application of
the securities or "Blue Sky" laws of the various states or the District of
Columbia to the sale of the Shares. Without limiting the generality of the
foregoing, I express no opinion in connection with the matters contemplated by
the Registration Statement, and no opinion may be implied or inferred, except as
expressly set forth herein.

                  This opinion letter is limited to the General Corporation Law
of the State of Delaware and the Securities Act.

                  I hereby consent to the filing of this opinion letter as
Exhibit 5.1 to the Registration Statement and to all references to myself in the
Registration Statement or the Proxy Statement and Prospectus included therein.
In giving such consent, I do not thereby admit that I am within the category of
persons for whom consent is required by Section 7 of the Securities Act or the
related rules promulgated by the SEC thereunder.

                                        Very truly yours,

                                        /s/ Marcia E. Heister

                                        Marcia E. Heister
                                        General Counsel











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