Exhibit 8.0
               Opinion of Wetherington, LeFloch & Hamilton, P.A.
                             Regarding Tax Matters





                                September 8, 1997




Board of Directors
Federal Trust Corporation
1211 Orange Avenue
Winter Park, Florida 32789

         Re:      Federal Trust Corporation, Winter Park, FL,  "Rights Offering"


Gentlemen:

         You have  requested  our opinion with  respect to the tax  implications
relating to the  Federal  Trust  Corporation  ("Rights  Offering")  which is the
subject of a registration  statement that has been filed with the Securities and
Exchange  Commission (the "Registration  Statement").  This opinion is issued in
connection with that Registration Statement and the purposes set forth below.

         It is our opinion that the  discussions  and the legal  conclusions set
forth in the "Certain  Federal Income Tax  Considerations"  of the  Registration
Statement are accurate and complete in all material  respects and constitute our
opinion as material  federal income tax  consequences to shareholders of Federal
Trust Corporations ("Company").

  It is also our opinion  that upon the exercise of the  subscription  right (as
that term in defined in the  Registration  Statement),  the shareholder will not
recognize any gain or loss and that the basis of each common share acquired will
equal  the  sum  of the  subscription  price  and  the  basis,  if  any,  in the
subscription  right  exercised.  Further  it  is  our  opinion  that  a  current
shareholder of the company will have a zero basis in the subscription unless the
shareholder  elects under  Section 307 of the Internal  Revenue Code of 1986, as
amended,  to allocate any portion of their  subscription right to their existing
common stock.

         The  election,  if any,  under  Section 307 is to be made in the timely
filed  return for the year in which the rights  were  received.  Once made,  the
election  is  irrevocable  with  respect to the rights  exercised  for which the
election made. The election must be made with respect to all the rights received
by the  shareholder in a particular  distribution in respect of all the stock of
the same class owned by the  shareholder in the issuing  corporation at the time
of the distribution.  The election should be in the form of a statement attached
to the  shareholder's  return.  (Reg.  Section 1.307-2) Igler & Dougherty,  P.A.
September 8, 1997


         Our opinion is based and  conditioned  upon the initial and  continuing
accuracy of the facts and factual matters set forth in the "Rights Offering" and
the financial information contained in the Registration  Statement. In rendering
this  opinion  we have  assumed  that all the  representations,  warranties  and
statements made or agreed to by the Corporation are true and accurate;  that any
representations, warranties or statements made in the "Rights Offering," "to the
best  knowledge  of",  or  otherwise  similarly  qualified,  is correct  without
qualification and that all the covenants  contained in the "Rights Offering" are
performed  without  waiver or  breach of any  material  provision  thereof.  Our
opinion is also based upon the existing  provisions of the Internal Revenue Code
of 1986, as amended, regulations promulgated or proposed





thereunder and  interpretations  thereof by the Internal Revenue Service and the
courts,  all of which are  subject  to change  with  prospectus  or  retroactive
effect,  and our opinion could be adversely affected or rendered obsolete by any
such change.

         Decisions  concerning federal income tax are complex and should be made
based  upon  knowledge  of the unique  circumstances  of each  individual.  Each
shareholder  of the Company  should  consult his or her advisor  concerning  the
effects of this  transaction  on his or her taxes and whether or not to make the
election under Section 307 of the Internal Revenue Code discussed herein.

         We hereby  consent to the  filing of this  opinion as an exhibit to the
Securities and Exchange  Commission Form S-1 Registration  Statement and the use
of our name in the Prospectus in connection  with the caption  "Summary  Federal
Income Tax  Consequences." In giving this consent,  we do not thereby admit that
we are within the category of persons whose consent is required  under Section 7
of the Act and the rules and regulations thereunder.

                                    Very truly yours,

                     WETHERINGTON, LeFLOCH & HAMILTON, P.A.



                   By: /s/ Eugene M. LeFloch
                           Eugene M. LeFloch

EML:jrd

Federal Trust Corporation Opinion

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