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<TYPE>EX-5.1
<SEQUENCE>2
<FILENAME>j1248901exv5w1.txt
<DESCRIPTION>EX-5.1
<TEXT>
<PAGE>
                                                                Exhibit 5.1


                                February 25, 2005

Board of Directors
F.N.B. Corporation
One F.N.B. Boulevard
Hermitage, Pennsylvania  16148

         Re:      F.N.B. Corporation
                  Registration Statement on Form S-8
                  149,009 Shares of Common Stock

Ladies and Gentlemen:

         I am the Chief Legal Officer of F.N.B. Corporation (the "Company"), and
I am familiar with the proceedings taken by the Company in connection with the
preparation and filing with the Securities and Exchange Commission under the
Securities Act of 1933 of a registration statement on Form S-8 (the
"Registration Statement") relating to the proposed offering by the Company of up
to 149,009 shares (the "Shares") of Common Stock, $.01 par value, of the
Company, that are to be issued as a result of the Company's assumption of stock
options issued under the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Stock Option
Plan, as amended, the F.N.B. Corporation/NSD Bancorp, Inc. 1994 Non-Employee
Director Stock Option Plan, as amended, and F.N.B. Corporation/NSD Bancorp, Inc.
2004 Omnibus Stock Incentive Plan, as amended (the "Plans").

         As counsel to the Company, I have supervised all corporate proceedings
in connection with the preparation and filing of the Registration Statement. I
have also examined the Company's Articles of Incorporation and By-laws, as
amended to date, the corporate minutes and other proceedings and the records
relating to the Plans and the authorization and offering of the Shares, and such
other documents and matters of law as I have deemed necessary or appropriate in
order to render this opinion.

         Based upon the foregoing, it is my opinion that the Shares, when issued
in accordance with the terms and conditions of the Plans, will be duly
authorized, legally and validly issued and outstanding, fully paid and
nonassessable.

         I hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to the reference to my name under Item 5 of Part II
of the Registration Statement.

                                                  Respectfully,

                                                  /s/ James G. Orie
                                                  James G. Orie, Esquire


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