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EXHIBIT 5
[PATTON BOGGS LLP letterhead]
October 11, 2000 (202) 457-6000
First Place Financial Corp.
Board of Directors
185 East Market Street
Warren, Ohio 44482
RE: First Place Financial Corp. Registration Statement on Form S-4
Dear Ladies and Gentlemen:
We have acted as special counsel to First Place Financial Corp., a Delaware
corporation (the "Company"), in connection with the issuance and sale by the
Company of an aggregate of up to 7,283,249 shares (the "Shares") of common
stock, par value $0.01 per share (the "Common Stock"), of the Company pursuant
to an Agreement and Plan of Merger, dated as of May 23, 2000 (the "Merger
Agreement"), by and between the Company and FFY Financial Corp., a Delaware
corporation.
This opinion is delivered in accordance with the requirements of Item 601(b)(5)
of Regulation S-K under the Securities Act of 1933, as amended.
In connection with this opinion, we have examined and are familiar with
originals or copies, certified or otherwise indicated to our satisfaction, of
(i) the Registration Statement of the Company on Form S-4 originally filed with
the Securities and Exchange Commission (the "Commission") on August 18, 2000 and
Amendment No. 1 to the Form S-4 filed with the Commission on October 11, 2000
(the "Registration Statement"); (ii) the form of certificates to be used to
represent the Shares, (iii) the Certificate of Incorporation and By-Laws of the
Company, as amended to date; (iv) resolutions adopted by the Board of Directors
of the Company relating to the Merger Agreement and the issuance of Shares; and
(vi) such other documents as we have deemed necessary or appropriate as a basis
for the opinion set forth below.
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First Place Financial Corp.
October 11, 2000
Page 2
In our examination, we have assumed the genuineness of all signatures, the legal
capacity of all natural persons, 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
originals of such copies. As to any other facts material to this opinion which
we did not independently establish or verify, we have relied upon statements or
representations of officers and other representatives of the Company and others.
The opinion is limited in all respects to matters of Federal law and the law of
the State of Delaware, and we express no opinion as to the laws of any other
jurisdiction.
Based upon the foregoing and assuming the due execution and delivery of
certificates representing the Shares in the form examined by us, we are of the
opinion that the Shares to be issued by the Company pursuant to the Merger
Agreement, when issued in accordance with the terms of the Merger Agreement,
will be duly authorized, validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission as Exhibit 5
to the Registration Statement. We also consent to the reference to our firm
under the caption "Legal Matters" in the Registration Statement. In giving such
consent we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act.
Very truly yours,
/s/ PATTON BOGGS LLP
PATTON BOGGS LLP
