MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
1100 NEW YORK AVENUE, N.W. 1900 SOUTH ATHERTON STREET
SUITE 340 WEST SUITE 101
WASHINGTON, D.C. 20005 STATE COLLEGE, PA 16801
(202) 434-4660 (814) 272-3502
FACSIMILE: (202) 434-4661 FACSIMILE: (814) 272-3514
March 26, 2004
Board of Directors
FSF Financial Corp.
201 Main Street South
Hutchinson, MN 55350-2573
RE: Registration Statement on Form S-8:
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FSF Financial Corp. 2003 Stock Compensation Plan
Gentlemen:
We have acted as special counsel to FSF Financial Corp., a Minnesota
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 230,000 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 180,000 shares of Common Stock, and (ii) upon the award of 50,000
shares of Common Stock Plan for restricted stock awards (the "Plan"), 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 Plan 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