<PAGE>
EXHIBIT 8
August 17, 2000
Board of Directors
First Place Financial Corp.
185 East Market Street
Warren, OH 44482
Ladies and Gentlemen:
We have acted as counsel to First Place Financial Corp., a Delaware
corporation ("FIRST PLACE"), in connection with the proposed merger of FFY
Financial Corp., a Delaware savings and loan holding company ("FFY FINANCIAL")
with and into FIRST PLACE (the "Merger") pursuant to the terms of the Agreement
And Plan of Merger dated as of May 23, 2000 (the "Merger Agreement") followed
immediately by the merger of FFY Bank ("FFY BANK"), a federally chartered
savings and loan association and wholly-owned subsidiary of FFY FINANCIAL, with
and into First Federal Savings of Warren ("FIRST FEDERAL"), a federally
chartered savings and loan association and wholly owned subsidiary of FIRST
PLACE, (the "Subsidiary Merger") pursuant to the terms of an Agreement And Plan
of Subsidiary Merger (the "Subsidiary Merger Agreement"), by and among FIRST
PLACE, FIRST FEDERAL, FFY FINANCIAL and FFY BANK, each as described in the
Proxy Statement/Prospectus filed by FIRST PLACE with the Securities and
Exchange Commission (the "Prospectus"). This opinion is being rendered pursuant
to your request as required by Section 7.1(f) of the Merger Agreement. All
capitalized terms, unless otherwise specified, have the meaning assigned to
them in the Merger Agreement.
In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of the Merger Agreement,
the Prospectus, and such other documents (the "Documents") as we have deemed
necessary or appropriate in order to enable us to render the opinions below. In
our examination, we have assumed (i) the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified, conformed, or
photostatic copies, and the authenticity of the originals of such copies, (ii)
that each document reviewed by us has been or will be fully executed and
delivered in substantially the same form, is or will be in full force and
effect, and has not been and will not be amended or modified in any respect,
(iii) that all parties to the documents at all times had and will have full
corporate power, authority, legal capacity, and the legal right to enter into
and perform all their obligations under those documents and to observe and
perform the terms and conditions thereof, and (iv) that the factual matters,
statements, and recitations contained in the documents we have examined are
accurate, true, and correct.
It is our opinion that the discussions described under the captions "Tax
Consequences" and "Material United States Federal Income Tax Consequences of
the Merger" in the Proxy Statement/Prospectus filed by FIRST PLACE with the
Securities and Exchange Commission, are a fair and accurate summary of the
matters addressed therein.
We hereby consent to the use of our name in connection with the discussions
described under the caption "Material United States Federal Income Tax
Consequences of the Merger." In giving the foregoing consent, we do not thereby
admit we come within the category of Persons whose consent is required under
Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
The opinion set forth in the second preceding paragraph is based upon the
existing provisions of the Code and Treasury regulations issued or proposed
thereunder, published Revenue Rulings and releases of the Internal Revenue
Service and existing case law, any of which could be changed at any time. Any
such changes may be retroactive in application and could modify the legal
conclusions upon which such opinion is based. The opinion expressed herein is
limited as described herein.
<PAGE>
In rendering the foregoing opinion, we express no opinion as to the laws of
any jurisdiction other than the federal income tax laws of the United States.
This opinion is rendered as of the date hereof and we undertake no obligation
to update this opinion or advise you of changes in the event there is any
change in legal authorities, facts, assumptions or Documents on which this
opinion is based (including the taking of any action by any party to the
Documents pursuant to any opinion of counsel or a waiver) or any inaccuracy in
any of the representations, warranties or assumptions upon which we have relied
in rendering this opinion, unless we are specifically engaged to do so. This
opinion is not binding on the Internal Revenue Service and there can be no
assurance, and none is hereby given, that the Internal Revenue Service will not
take a contrary position to one or more of the positions reflected in the
foregoing opinions, or that our opinion will be upheld by the courts if
challenged by the Internal Revenue Service. This opinion may not be relied on
in connection with any transactions other than the transactions contemplated
herein.
Sincerely,
/s/ Patton Boggs LLP
2
