Agreement and Plan of Merger

Exhibit 8.1

F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania 16148

Re:		Agreement and Plan of Merger pursuant to which Iron and Glass Bancorp, Inc. will merge with and into F.N.B. Corporation

Ladies and Gentlemen:

     We have acted as counsel to F.N.B. Corporation, a Florida corporation (“FNB”), in connection with the proposed merger (the “Merger”) of Iron and Glass Bancorp, Inc., a Pennsylvania corporation (“IRGB”), with and into FNB, pursuant to the terms of and as described in that certain Agreement and Plan of Merger dated as of February 14, 2008 (the “Merger Agreement”) by and among FNB and IRGB. At your request, and as contemplated by the Merger Agreement, we are rendering our opinion concerning certain U.S. federal income tax consequences of the Merger. Unless otherwise indicated, all capitalized terms used in this opinion have the same meaning as used in the Merger Agreement.

     For the purpose of rendering our opinion herein, we have conducted an examination of the Internal Revenue Code of 1986, as amended (the “Code”), and such other applicable laws, regulations, rulings, decisions, documents and records as we have deemed necessary. With respect to factual matters, we have relied upon the Merger Agreement, including, without limitation, the representations of the parties set forth therein, the Form S-4 Registration Statement, which we understand is being filed with the Securities and Exchange Commission (the “SEC”) in connection with the transactions described herein (the “Form S-4”), and upon certain statements and representations made to us in certificates by officers of FNB and IRGB (the “Representation Letters”), in each case without independent verification thereof.

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