Unassociated Document

We have acted as special counsel to First Place Financial Corp., a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Act”), of a registration statement on Form S-3 (the “Registration Statement”), relating to the registration of (a) an amended and restated warrant dated April 3, 2009 (the “Warrant”) to purchase up to 3,670,822 shares of common stock, $0.01 par value per share, of the Company (“Common Stock”), and (2) up to 3,670,822 shares of Common Stock for which the Warrant may be initially exercised (the “Warrant Shares,” and together with the Warrant, the “Securities”). All of the Securities are being registered for resale from time to time on behalf of certain selling securityholders (the “Selling Securityholders”). The Securities were issued pursuant to a Letter Agreement, dated March 13, 2009 (the “Letter Agreement”), between the Company and the United States Department of the Treasury, which included the Securities Purchase Agreement — Standard Terms, the Annexes to the Standard Terms and the Schedules to the Letter Agreement (collectively, the “Securities Purchase Agreement”).

In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of (i) the Registration Statement; (ii) a specimen certificate representing the Common Stock; (iii) the Certificate of Incorporation, as amended, of the Company, as currently in effect; (iv) the Bylaws of the Company, as amended, as currently in effect; (v) the Securities Purchase Agreement; (vi) the Warrant; and (vii) certain resolutions adopted by the Board of Directors of the Company with respect to the Securities Purchase Agreement and the issuance of the Securities contemplated thereby. We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and such agreements, certificates of public officials, certificates of officers or other representatives of the Company and others, and such other documents, certificates and records, as we have deemed necessary or appropriate as a basis for the opinion set forth herein.

In our examination, we have assumed the legal capacity of all natural persons, the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, conformed or photostatic copies and the authenticity of the originals of such latter documents. In making our examination of executed documents, we have assumed that the parties thereto, other than the Company, its directors and officers, had the power, corporate or other, to enter into and perform all obligations thereunder and have also assumed the due authorization by all requisite action, corporate or other, and execution and delivery by such parties of such documents and the validity and binding effect thereof on such parties. As to any facts material to the opinions expressed herein which we have not independently established or verified, we have relied upon statements and representations of officers and other representatives of the Company and others. We have also assumed that (i) the shares of Common Stock issuable pursuant to the Warrant will continue to be validly authorized on the dates the Common Stock is issued pursuant to the Warrant; (ii) on the dates the Warrant is exercised, the Warrant will constitute a valid, legal and binding obligation of the Company and will (subject to applicable bankruptcy, moratorium, insolvency, reorganization and other laws and legal principles affecting the enforceability of creditors’ rights generally) be enforceable as to the Company in accordance with its terms; (iii) the Company received stockholder approval for the issuance of the Warrant Shares prior to the exercise of the Warrant; and (iv) no change occurs in applicable law or the pertinent facts.

This opinion is limited solely to the laws of the State of Delaware and the federal laws of the United States. The opinion is as of the date hereof, and we assume no obligation to revise or supplement the opinion rendered herein should the above-referenced laws be changed by legislative or regulatory action, judicial decision or otherwise. We assume that the appropriate action will be taken, prior to the offer and sale of the Securities, to register and qualify the Securities for sale under all applicable state securities or “blue sky” laws and we express no opinion as to compliance with the “blue sky” laws of any jurisdiction and the opinions set forth herein are qualified in that respect.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Registration Statement. We also consent to the reference to our firm under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.