EXHIBIT 8.2

                          [FORM OF STATE TAX OPINION]

_________________, 199____

Board of Directors
First Federal Savings and
Loan Association of Florida
205 East Orange Street
Lakeland, Florida  33801-4611

Dear Board Members:

         You have asked us to give  certain  limited  opinions as to the Florida
income tax consequences of the Plan of Mutual Holding Company Reorganization and
Stock  Issuance of First Federal  Savings and Loan  Association  of Florida (the
"Association") adopted by the Board of Directors (the "Plan of Reorganization").
With respect to this opinion,  the capitalized terms used but not defined herein
shall have the same meanings as set forth in the Plan of Reorganization.

         You have  previously  received an opinion of Malizia,  Spidi,  Sloane &
Fisch, P.C. regarding certain federal income tax consequences to the Association
and its members under the terms of the Plan of Reorganization  (the "Federal Tax
Opinion").  Based upon the facts  stated in the Federal Tax  Opinion,  including
certain  representations of the Association,  the Federal Tax Opinion concludes,
among other  things,  that the  mutual-to-stock  conversion  (the  "Conversion")
qualifies  as a  tax-free  reorganization  under  Section  368(a)(1)(F)  of  the
Internal Revenue Code of 1986, as amended,  and that the Association,  the Stock
Association,  MHC, and the  depositors  of the  Association  will not  recognize
income, gain, or loss for federal income tax purposes upon the implementation of
the Plan of Reorganization.

         Based on the  foregoing,  it is our  opinion  that for  purposes of the
Florida corporate income tax:

         1. The Association (in either its status as Mutual Association or Stock
Association) will recognize no gain or loss as a result of the Conversion.

         2. Mutual Association's  depositors will recognize no gain or loss upon
their constructive  receipt of shares of Stock Association's common stock solely
in exchange for their mutual interests (i.e.,  liquidation and voting rights) in
Mutual Association.






________________, 1998
Page 2
         3. The initial  shareholders  of Stock  Association  (the former Mutual
Association  members)  will  recognize  no gain or loss upon the transfer of the
Stock  Association  common  stock,  constructively  received  by certain  Mutual
Association  depositors  in  the  Conversion,  solely  in  exchange  for  mutual
interests (i.e., liquidation and voting rights) in the MHC.

         4. The MHC will  recognize  no gain or loss upon its  receipt  from the
initial  shareholders of Stock Association of shares of Stock Association common
stock in exchange for mutual interests in the MHC.

         This  opinion  is  limited  to the effect of the income tax laws of the
State of Florida and to the specific  conclusions set forth above,  and no other
opinions are expressed or implied. Changes to the law or its interpretation that
we have  relied  upon may be applied  retroactively  and may affect the  opinion
expressed  herein.  In rendering  our opinion,  we are relying upon the relevant
provisions  of the  Code,  the laws of the State of  Florida,  as  amended,  the
regulations and rules thereunder and judicial and administrative interpretations
thereof,  which  are  all  subject  to  change  or  modification  by  subsequent
legislative, regulatory,  administrative, or judicial decisions. Any such change
could  also have an effect on the  validity  of our  opinion.  We  undertake  no
responsibility  to update or supplement our opinion.  Our opinion is not binding
on the Internal  Revenue Service or the State of Florida,  nor can any assurance
be given that any of the foregoing  parties will not take a contrary position or
that our opinion will be upheld if challenged by such parties.

         This opinion is given solely for the benefit of the parties to the Plan
of  Reorganization,   the  depositors  of  the  Mutual   Association,   and  the
shareholders of Stock Association and may not be relied upon by any other person
or entity or referred to in any document without our express written consent. We
consent to the filing of this  opinion as an exhibit to  FloridaFirst  Bancorp's
Registration  Statement on Form S-1, the Association's Form MHC-1 and Form MHC-2
to be filed with the Office of Thrift  Supervision  and to the  reference to our
opinion in the Prospectus of FloridaFirst Bancorp.

                                    Sincerely,




                                    Hahn, McClurg, Watson, Griffith & Bush, P.A.