Exhibit 8.1
                                                                     -----------


January 12, 2004
Fidelity Federal Bancorp
18 NW Fourth Street
PO Box 1347
Evansville, Indiana  47706-1347

         Re:      Fidelity Federal Bancorp Note Subscription Rights Offering
                  Registration Statement on Form S-3

         We have acted as tax counsel to Fidelity Federal Bancorp, an Indiana
corporation (the "Registrant"), in connection with the proposed Note
subscription rights offering ("rights offering") to its shareholders, and the
information included under the heading "Material Federal Income Tax
Considerations" in the Prospectus represents our opinion concerning the material
federal income tax considerations of the proposed rights offering. We have
advised the Registrant with respect to certain federal income tax consequences
of the proposed rights offering. This advice relating to the rights offering is
set forth under the heading "Material Federal Income Tax Considerations" in the
Prospectus, which is a part of the Registration Statement on Form S-3
("Registration Statement") filed with the Securities and Exchange Commission
("Commission") under the Securities Act of 1933 (the "Act"), for the
registration of the rights offering under the Act. We have opined as to all
material tax consequences of the proposed rights offering, but such advice does
not purport to discuss all possible federal, state, local or foreign tax
consequences of the proposed rights offering.

         We hereby consent to the use of our name under the caption "Material
Federal Income Tax Considerations" in the Prospectus and the Registration
Statement. In giving this consent, we do not admit that we are "experts" within
the meaning of Section 11 of the Act or that we come within the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission thereunder.

                                                     Very truly yours,

                                                     /s/ Krieg DeVault LLP

                                                     KRIEG DEVAULT LLP