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[Patton Boggs Letterhead]
EXHIBIT 5
November 22, 2000
Board of Directors
First Place Financial Corp.
185 East Market Street
Warren, Ohio 44482
Re: First Place Financial Corp. 1999 Incentive Plan
Ladies and Gentlemen:
We have been requested by First Place Financial Corp. (the "Company") to
issue a legal opinion in connection with the registration under the Securities
Act of 1933 on Form S-8 of 1,124,125 shares of the Company's Common Stock, $0.01
par value (the "Shares"), to be issued under the First Place Financial Corp.
1999 Incentive Plan (the "Plan"). We have made such legal and factual
examinations and inquiries as we deemed advisable for the purpose of rendering
this opinion. In our examination, we have assumed and have not verified (i) the
genuineness of all signatures, (ii) the authenticity of all documents submitted
to us as originals, (iii) the conformity with the originals of all documents
supplied to us as copies, and (iv) the accuracy and completeness of all
corporate records and documents and of all certificates and statements of fact,
in each case given or made available to us by the Company.
Based on the foregoing and limited in all respects to Delaware law, it is
our opinion that the Shares reserved under the Plan have been duly authorized
and upon payment for and issuance of the Shares in the manner described in the
Plan, will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Registration Statement on Form S-8.
Sincerely,
PATTON BOGGS LLP
By: /s/ Joseph G. Passaic, Jr.
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Joseph G. Passaic, Jr.
