If you just open 2002 and attempt to open/convert the 97 database, you are
doing so using the standard system.mdw that ships with 2002. If the 97
version is secured properly, you won't succeed because the 'Admin' user in
the default system.mdw has no permissions on the 97 mdb.
It's not clear to me whether you just wish to open/use the 97 database in
2002 or you wish to actually convert it to 2002.
If open it, then open 2002 with no database open. Go to Tools, Security,
Workgroup Administrator and join the workgroup that the 97 mdb was secured
with. Then open the 97 mdb - you will be prompted for a username/password
and then you'll be able to open the database.
If you want to convert it, first unsecure it. There are steps in the
security FAQ to do this.
http://support.microsoft.com/?kbid=207793
You need to open it in 97, using it's secure.mdw and logging in as a member
of the Admins group. Grant full permissions on all objects (including the
database object) to the Users Group. Close Access, and then re-open it
using the default system.mdw. Create a new database and import all the
objects from the secure database.
Then you can open 2002 (ensure you are joined to the default system.mdw) and
open the now unsecured 97 database - you'll be able to convert it.