EXHIBIT 8.1
                                                                     -----------


VEDDER PRICE                          VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.
                                      222 NORTH LASALLE STREET
                                      CHICAGO, ILLINOIS 60601
                                      312-609-7500
                                      FACSIMILE: 312-609-5005

                                      OFFICES IN CHICAGO, NEW YORK CITY
                                      AND LIVINGSTON, NEW JERSEY


                                      January 20, 2005



Wintrust Financial Corporation
727 North Bank Lane
Lake Forest, Illinois 60045-1951


         Re:      Registration Statement on Form S-4
                  ----------------------------------

Ladies and Gentlemen:

         We have acted as special tax counsel to First Northwest Bancorp, Inc.,
a Delaware corporation ("First Northwest"), in connection with the proposed
merger (the "Merger") of First Northwest with and into Wintrust Financial
Corporation, an Illinois corporation ("Wintrust"), pursuant to the terms of that
certain Agreement and Plan of Merger entered into as of November 17, 2004, by
and between First Northwest and Wintrust (the "Agreement"), as described in the
Registration Statement on Form S-4, filed by Wintrust with the Securities and
Exchange Commission (the "Commission") on the date hereof (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Act"). This
opinion is being rendered pursuant to the requirements of Form S-4 under the
Act.

         In rendering this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of (i) the Agreement,
(ii) the Registration Statement and (iii) such other documents, certificates and
records as we have deemed necessary or appropriate for purposes of rendering the
opinion set forth herein. As to any facts material to the opinion set forth
herein which were not independently established or verified, we have relied upon
factual statements and representations of officers and other representatives of
First Northwest and Wintrust. We have also assumed that, in rendering this
opinion, the Merger will be consummated pursuant to Illinois and Delaware law
strictly in accordance with the terms of the Agreement.

         Based upon and subject to the foregoing, in our opinion, the discussion
contained in the proxy statement/prospectus included as part of the Registration
Statement under the heading "DESCRIPTION OF THE MERGER -- Certain federal income
tax consequences of the merger" constitutes, in all material respects, a fair
and accurate summary of the United States federal income tax consequences of the
Merger to the parties described therein.

         This opinion is based on the Internal Revenue Code of 1986, as amended,
the Income Tax Regulations promulgated by the Treasury Department thereunder and
judicial authority reported as of the date hereof. We have also considered the
position of the Internal Revenue Service (the




VEDDER PRICE

Wintrust Financial Corporation
January 20, 2005
Page 2


"Service") reflected in published and private rulings as of the date hereof.
Although we are not aware of any pending changes to these authorities that would
alter our opinion, there can be no assurances that future legislation or
administrative changes, court decisions or Service interpretations will not
significantly modify the opinion expressed herein, possibly with retroactive
effect.

         Although the discussion under the heading "DESCRIPTION OF THE MERGER --
Certain federal income tax consequences of the merger" in the proxy
statement/prospectus is based on our interpretation of existing sources of law
and expresses what we believe a court would properly conclude if presented with
the same issues, no assurances can be given that such interpretations would be
followed if they were to become the subject of judicial or administrative
proceedings.

         We hereby consent to the use of this opinion in connection with said
Registration Statement and to the use of our name under the heading "LEGAL
MATTERS" in the proxy statement/prospectus included therein. In giving this
consent, we do not hereby concede that we are within the category of persons
whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission promulgated thereunder. This opinion is expressed
as of the date hereof and applies only to the disclosures set forth in the proxy
statement/prospectus and Registration Statement. We disclaim any undertaking to
advise you of any subsequent changes of the facts stated or assumed herein or
any subsequent changes in applicable law.

                                     Very truly yours,



                                     /s/ VEDDER, PRICE, KAUFMAN & KAMMHOLZ, P.C.