EXHIBIT NO. 5
MALIZIA SPIDI & FISCH, PC
ATTORNEYS AT LAW
ONE FRANKLIN SQUARE
1301 K STREET, N.W.
SUITE 700 EAST
WASHINGTON, D.C. 20005
(202) 434-4660
FACSIMILE: (202) 434-4661
WRITER'S DIRECT DIAL NUMBER
July 20, 1999
Board of Directors
FSF Financial Corp.
201 Main Street South
Hutchinson, Minnesota 55350-2573
Re: Registration Statement Under the Securities Act of 1933
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Ladies and Gentlemen:
This opinion is rendered in connection with the Registration Statement
on Form S-3 filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, (the "Act") relating to the offer and sale
(the "Offering") of up to 116,800 shares of common stock, par value $.10 per
share (the "Common Stock"), of FSF Financial Corp. (the "Company"). As special
counsel to the Company, we have reviewed such legal matters as we have deemed
appropriate for the purpose of rendering this opinion.
Based on the foregoing, we are of the opinion that the shares of Common
Stock of the Company covered by the aforesaid Registration Statement will, when
issued in accordance with the terms of the Offering against full payment
therefor, be validly issued, fully paid, and non-assessable shares of Common
Stock of the Company.
We hereby consent to the use of this opinion and to the reference to
our firm appearing in the Company's Prospectus under the heading "Legal
Matters." In giving this consent, we do not admit 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 Securities and Exchange Commission adopted under
the Act.
This opinion is given as of the effective date of the Registration
Statement and we assume no obligation to advise you of changes that may
hereafter be brought to our attention.
Sincerely,
/s/Malizia Spidi & Fisch, PC
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MALIZIA SPIDI & FISCH, PC