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EXHIBIT 8.--FORM OF TAX OPINION OF ICE MILLER DONADIO & RYAN TO BE ISSUED ON
            CONSUMMATION OF MERGER

                                 FORM OF OPINION
                          OF ICE MILLER DONADIO & RYAN
                          TO BE ISSUED TO F & M BANCORP


                                    _______________, 1996

Board of Directors
F & M Bancorp
729-31 Main Street
Rochester, Indiana  46975

Dear Board of Directors:

         You have requested our opinion regarding certain federal income tax
consequences of the proposed merger (the "Merger") of F & M Bancorp ("F&M"), an
Indiana corporation, with and into First Financial Bancorp. ("Acquiror"), an
Ohio corporation, pursuant to the Plan and Agreement of Merger between Acquiror
and F&M dated as of September 11, 1995 (the "Merger Agreement"). Our opinions
hereinafter set forth are given pursuant to Section 13.3.6 of the Merger
Agreement. Terms which are not defined herein and are used with initial
capitalization when the rules of grammar would not otherwise so require and
which are defined in the Merger Agreement and the documents executed and
delivered therewith (collectively referred to as the "Transaction Documents")
shall have the meanings assigned to such terms in the Transaction Documents.

Representations of the Facts

         In connection with our opinions hereinafter set forth, the parties to
the Merger Agreement have represented to us and advised us of the following
facts:

         Acquiror is an Ohio corporation and is registered as a bank holding
company under the Bank Holding Company Act of 1956 and a savings and loan
holding company under the Savings and Loan Holding Company Act and has its
principal offices located in Hamilton, Ohio. Acquiror's direct and indirect
subsidiaries include national banks, federal savings associations, state banks,
and other bank-related subsidiaries engaged in insurance, leasing, mortgage
banking and other activities. The authorized capital stock of Acquiror consists
of 25,000,000 shares of common stock, par value $8.00 per share (the "Acquiror
Shares"), of which 12,204,575 were issued and outstanding on December 31, 1994.

         F&M is an Indiana corporation and is registered as a bank holding
company under the Bank Holding Company Act of 1956 and has its principal offices
in Rochester, Indiana. F&M is engaged in the business of banking through its
wholly owned subsidiary, Farmers & Merchants Bank of Rochester, Indiana
("Bank"). F&M has no other subsidiaries. The authorized capital stock of F&M
consists of 6,000 shares, without par value ("F&M Shares"), of which 5,633 share
are outstanding.
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Board of Directors
_________________, 1996
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         The Transaction Documents provide that F&M shall be merged with and
into Acquiror in accordance with applicable law. The Merger Agreement was
approved by the Board of Directors of F&M on September ___, 1995, and by the
holders of a majority of the outstanding shares of F&M at a duly called and held
meeting of the F&M shareholders on _______________, 1996. F&M shareholders were
entitled to dissent from the proposed Merger and to obtain payment of the fair
market value of their F&M Shares as provided in IC 23-1-44. The Merger Agreement
was approved by the Board of Directors of Acquiror on _______________, 1995, and
does not require the approval of the Acquiror shareholders.

         At the Effective Time, the following will occur: (1) all of the assets
and liabilities of F&M will become by operation of law the assets and
liabilities of Acquiror, and the separate corporate existence of F&M will cease;
and (2) the F&M Shares then outstanding, other than shares held in F&M's
treasury, automatically will be converted into the number of Acquiror Shares
equal to $12,500,000 divided by the Average Price of the Acquiror Shares as
defined in the Merger Agreement. The Average Price is defined in the Merger
Agreement as the average closing price for the Acquiror Shares on the NASDAQ
National Market System during the period of 20 consecutive trading days ending
on the 2nd trading day prior to the Effective Time. Low-Trade Days will be
ignored for such purposes. F&M Shares held in F&M's treasury at the Effective
Time will be canceled as a result of the Merger. Each holder of F&M Shares shall
be entitled to the portion of the Acquiror Shares so created that is equal to
the number of such shares multiplied by a fraction, the numerator of which is
the number of F&M Shares held by that shareholder immediately prior to the
Effective Time and the denominator of which is the number of F&M Shares
outstanding immediately prior to the Effective Time.

         No fractional Acquiror Shares will be issued in the Merger. Instead,
each holder of F&M Shares who otherwise would be entitled to receive a fraction
of an Acquiror Share will receive an amount of cash equal to such fraction
multiplied by the Average Price.

         There are no options to purchase F&M Shares and no securities or other
instruments convertible into F&M Shares have been or will be canceled in
contemplation of the Merger, nor will there be any such options, securities or
interests outstanding at the Effective Time.

         After the Effective Time, it is anticipated that the Bank will be
merged with and into Indiana Lawrence Bank ("ILB"), a first tier wholly owned
subsidiary of Acquiror, in a reorganization described in Section 368(a)(1)(A) of
the Internal Revenue Code of 1986, as amended (the "Code") pursuant to an
agreement of merger dated as of _______________ (the "Bank Merger"). The Bank
Merger will have independent, meaningful economic significance, and will be
undertaken for valid business purposes apart from federal income taxes. We
express no opinion as to the effect of the Bank Merger on the Merger, and our
opinions herein are based on the assumption that the Bank Merger will have no
effect on the Merger.
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Board of Directors
_________________, 1996
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Scope of Investigation

         In connection with our opinions hereinafter set forth, we have
investigated such questions of law as we have deemed necessary or appropriate
for purposes of this opinion. As to questions of fact material to our opinion,
we have relied exclusively, without independent investigation, upon the
statements and representations of F&M, the F&M shareholders, and Acquiror, and
our opinions are limited by the facts and circumstances as represented to and
understood by us.

Additional Assumptions and Representations

         For purposes of our opinions hereinafter set forth, we have assumed and
you have represented that: (1) all of the terms of the Merger are contained in
the Transaction Documents, and the Merger will be consummated in accordance with
the terms, conditions, and other provisions of the Transaction Documents; (2) as
of the Effective Time, all applicable federal and state regulatory approvals and
other approvals necessary to consummate the Merger will have been received and
will be in full force and effect, and all applicable waiting periods will have
expired; and (3) all of the factual information, descriptions, representations,
and assumptions set forth in the "Representations of the Facts," the Transaction
Documents, the Form S-4 Registration Statement filed with the Securities and
Exchange Commission on December ___, 1995, in connection with the Merger, as
amended (the "Registration Statement"), and in the certificates and agreements
identified above are accurate and complete in all respects at the Effective
Time.

         In our examinations, we have assumed the genuineness of all documents
submitted to us as originals and the conformity with the original documents of
all documents submitted to us as copies. In addition, we have assumed: (1) the
genuineness of all signatures; (2) the legal capacity of all natural persons and
the power and authority of all parties to execute and deliver such documents;
(3) the due authorization, execution, and delivery of the documents by all
parties thereto; and (4) that the documents are legal, valid, and binding as
against all parties.

         You have represented the following which we have assumed with your
permission without independent investigation:

         1.       The fair market value of the Acquiror Shares received by each
                  F&M shareholder will be approximately equal to the fair market
                  value of the F&M Shares surrendered in exchange therefor.

         2.       There is no plan or intention by the F&M shareholders who own
                  one percent or more of the F&M Shares, and, to the best of the
                  knowledge of the management of F&M, there is no plan or
                  intention on the part of the remaining shareholders of F&M to
                  sell, exchange, pledge, or otherwise dispose of a number of
                  Acquiror Shares received in the Merger that would reduce F&M
                  shareholders' ownership of such Acquiror Shares to a number of
                  shares having an aggregate value, as of the Effective Time, of
                  less than 50 percent of the value of all of the formerly
                  outstanding F&M Shares as of the same date. For purposes of
                  this assumption, F&M Shares surrendered by dissenters, or
                  exchanged for cash in lieu of fractional shares of Acquiror
                  Shares will be treated as outstanding F&M Shares at the
                  Effective
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Board of Directors
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                  Time. Moreover, F&M Shares and Acquiror Shares held by F&M
                  shareholders and otherwise sold, redeemed, or disposed of
                  prior or subsequent to the Merger will be considered in making
                  this representation.

         3.       Acquiror has no plan or intention to reacquire any of the
                  Acquiror Shares issued in the Merger.

         4.       Except for the possibility of the Bank Merger, Acquiror has no
                  plan or intention to sell or otherwise dispose of any of the
                  assets of F&M acquired in the merger or to permit the Bank to
                  sell or otherwise dispose of any of its assets, except for
                  dispositions made in the ordinary course of business or
                  transfers described in Code Section 368(a)(2)(C).

         5.       The liabilities of F&M assumed by Acquiror and the liabilities
                  to which the transferred assets of F&M are subject were
                  incurred by F&M in the ordinary course of its business.

         6.       Following the Merger, Acquiror will continue the historic
                  business which F&M conducted through the Bank, and will
                  conduct the Bank's historic business through a wholly owned,
                  first tier subsidiary of Acquiror, either as the Bank or
                  through ILB if the Bank Merger is effected. In either event,
                  Acquiror will use a significant portion of F&M's historic
                  business assets in a business.

         7.       F&M, Acquiror, and the F&M shareholders will pay their
                  respective expenses, if any, incurred in connection with the
                  Merger.

         8.       There neither is nor will be any intercorporate indebtedness
                  existing between F&M and Acquiror, that was issued, acquired,
                  or will be settled at a discount.

         9.       Neither F&M nor Acquiror is an investment company as defined
                  in Code Sections 368(a)(2)(F)(iii) and 368(a)(2)(F)(iv).

         10.      Neither F&M nor Acquiror is under the jurisdiction of a court
                  in a Title 11 or similar case within the meaning of Code
                  Section 368(a)(3)(A).

         11.      The fair market value of the assets of F&M transferred to
                  Acquiror will equal or exceed the sum of the liabilities
                  assumed by Acquiror, plus the amount of liabilities, if any,
                  to which the transferred assets are subject.

         12.      The payment of cash in lieu of fractional Acquiror Shares is
                  solely for the purpose of avoiding the expense and
                  inconvenience to Acquiror of issuing fractional Acquiror
                  Shares and does not represent separately bargained-for
                  consideration. The total cash consideration that will be paid
                  in the Merger to the shareholders of F&M instead of issuing
                  fractional Acquiror Shares will not exceed one percent of the
                  total consideration that will be issued in the Merger for
                  their F&M Shares. The fractional share interest of each
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Board of Directors
_________________, 1996
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                  of the F&M shareholders will be aggregated, and no F&M
                  shareholders will receive cash in an amount equal to or
                  greater than the value of one full Acquiror Share.

         13.      None of the compensation received by any shareholder-employees
                  of F&M will be separate consideration for, or allocable to,
                  any of their F&M Shares. None of the Acquiror Shares received
                  by any shareholder-employees will be separate consideration
                  for, or allocable to, any employment agreement. The
                  compensation paid to any shareholder-employees will be for
                  services actually rendered and will be commensurate with
                  amounts paid to third parties bargaining at arm's-length for
                  similar services.

         14.      Acquiror does not now own, directly or indirectly, and has not
                  owned during the past five years, directly or indirectly, any
                  F&M shares, including any ownership by any Acquiror
                  subsidiary. Acquiror will not acquire, directly or indirectly,
                  any F&M shares prior to the Effective Time.

         15.      The Merger is being effected for bona fide business reasons,
                  including without limitation the reasons set forth in the
                  Registration Statement, which include a desire by Acquiror and
                  its subsidiaries for growth opportunities which would increase
                  their percentage share of the banking business market while
                  increasing their operating efficiencies by achieving economies
                  of scale as a larger banking service provider and a desire by
                  F&M to seek affiliation with a larger financial institution
                  because of changes in federal and state banking laws,
                  increased competition for customer services and expansion of
                  banking products and services.


Opinions

         Based upon and subject to the foregoing, and subject to the
qualifications, limitations, and assumptions set forth in this letter, we are of
the opinion that:

         (a)      The Merger will constitute a reorganization within the meaning
                  of Code Section 368(a)(1)(A), in which F&M and Acquiror will
                  each be a "party to a reorganization" within the meaning of
                  Code Section 368(b).

         (b)      No gain or loss will be recognized by the F&M shareholders
                  pursuant to the Merger. Code Section 354(a)(1).

         (c)      No gain or loss will be recognized by F&M pursuant to the
                  Merger. Rev. Rul. 57-278, 1957-1 C.B. 124.

         (d)      The basis of the Acquiror Shares received by the F&M
                  shareholders in exchange for their F&M Shares will be the
                  same, in each instance, as the basis of the F&M Shares
                  surrendered in exchange therefor. Code Section 358(a)(1).
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Board of Directors
_________________, 1996
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         (e)      The holding period of the Acquiror Shares received by the F&M
                  shareholders in exchange for their F&M Shares will include, in
                  each instance, the holding period of the F&M Shares
                  surrendered in exchange therefor, provided the F&M Shares were
                  held by such shareholder as a capital asset at the Effective
                  Time. Code Section 1223(1).

         The opinions set forth in this letter are limited to the foregoing
federal income tax consequences of the Merger and are based solely on, and are
limited to, the federal income tax laws of the United States of America. We
express no opinion as to any other federal laws, or any foreign, state, or local
laws, and we express no opinion as to any federal, state or other tax
consequences of the other aspects of the Merger.

         The opinions expressed in this letter speak as to the documents, facts,
and the law in existence as of the date hereof and at no time subsequent hereto.
No opinion is expressed in this letter concerning the tax treatment of the
Merger under other provisions of the Code and regulations adopted thereunder or
under foreign, state or local law, or as to the tax treatment of any conditions
existing at the time of, or the effects resulting from, the Merger that are not
specifically covered above.

         We assume no obligation to update our opinions for any deletions,
additions, or modifications to any laws applicable to the Merger subsequent to
the date hereof. The opinions expressed herein are matters of professional
judgment and are not a guarantee of results.

         The opinions expressed in this letter are solely for the benefit of the
addressee hereof in connection with the transactions provided for in, or
contemplated by, the Transaction Documents. Because tax consequences can vary
among shareholders due to each shareholder's unique circumstances, each F&M
shareholder should consult such shareholder's own tax advisor for assurance as
to the particular tax consequences to such shareholder as a result of the
Merger.

         The opinions expressed in this letter may not be used for any other
purpose or otherwise distributed or relied upon by any person. Except for
reproductions for inclusion in transcripts of the documentation relating to the
Transaction Documents, and for inclusion in the Registration Statement on Form
S-4 for the Acquiror Shares to be received by F&M shareholders in the Merger, to
which such inclusion we hereby consent, this opinion may not be quoted or
reproduced, in whole or in part, in any other document without our prior written
consent.

                                           Very truly yours,
