MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1100 NEW YORK AVENUE, N.W. 637 KENNARD ROAD
SUITE 340 WEST STATE COLLEGE, PENNSYLVANIA 16801
WASHINGTON, D.C. 20005 (814) 466-6625
(202) 434-4660 FACSIMILE: (814) 466-6703
FACSIMILE: (202) 434-4661
March 19, 2002
Board of Directors
FloridaFirst Bancorp, Inc.
205 East Orange Street
Lakeland, Florida 33801-4611
RE: Registration Statement on Form S-8:
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FloridaFirst Bancorp, Inc. 2002 Stock Option Plan
FloridaFirst Bank 2002 Restricted Stock Plan
Gentlemen:
We have acted as special counsel to FloridaFirst Bancorp, Inc., a
Florida corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 to be filed with the Securities and Exchange
Commission (the "Registration Statement") under the Securities Act of 1933, as
amended, relating to 440,713 shares of common stock, par value $.10 per share
(the "Common Stock") of the Company which may be issued (i) upon the exercise of
options for 314,795 shares of Common Stock granted under the FloridaFirst
Bancorp, Inc. 2002 Stock Option Plan, and (ii) upon the award of 125,918 shares
of Common Stock under the FloridaFirst Bank 2002 Restricted Stock Plan
(collectively, the "Plans"), as more fully described in the Registration
Statement. You have requested the opinion of this firm with respect to certain
legal aspects of the proposed offering.
We have examined such documents, records, and matters of law as we have
deemed necessary for purposes of this opinion and based thereon, we are of the
opinion that the Common Stock when issued pursuant to the stock awards granted
under and in accordance with the terms of the Plans will be validly issued,
fully paid, and nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.
Sincerely,
/s/Malizia Spidi & Fisch, PC
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Malizia Spidi & Fisch, PC