EXHIBIT 5


                         Silver, Freedman & Taff, L.L.P.
                            1100 New York Ave., N.W.
                             Washington, D.C. 20005
                                 (202) 414-6100


                                December 28, 1999



Board of Directors
First Niles Financial, Inc.
55 North Main Street
Niles, Ohio  44446

Members of the Board:

         We  have  acted  as  counsel  to  First  Niles  Financial,   Inc.  (the
"Corporation"),   in  connection  with  the  preparation  and  filing  with  the
Securities and Exchange Commission of a registration statement on Form S-8 under
the Securities Act of 1933, as amended (the "Registration Statement"),  relating
to 175,440 shares of the  Corporation's  common stock,  par value $.01 per share
(the "Common Stock"), to be offered pursuant to the First Niles Financial,  Inc.
1999 Stock  Option and  Incentive  Plan and 70,175  shares of the  Corporation's
Common  Stock to be offered  pursuant to the First Niles  Financial,  Inc.  1999
Recognition and Retention Plan (the "Plans").

         In this connection,  we have reviewed originals or copies, certified or
otherwise  identified  to our  satisfaction,  of the  Plans,  the  Corporation's
Certificate of Incorporation,  Bylaws, resolutions of its Board of Directors and
such  other  documents  and  corporate  records as we deem  appropriate  for the
purpose of giving this opinion.

         Based upon the  foregoing,  it is our opinion that the shares of Common
Stock being so registered have been duly authorized.  The shares of Common Stock
when and if issued,  sold and paid for as  contemplated  by the  Plans,  legally
issued, fully paid and non-assessable shares of Common Stock of the Corporation.

         We hereby  consent to the inclusion of our opinion as Exhibit 5 to this
Registration Statement on Form S-8. In giving this consent, we do not admit that
we are 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.

                                        Very truly yours,

                                       /s/ SILVER, FREEDMAN & TAFF, L.L.P.

                                       Silver, Freedman & Taff, L.L.P.