Exhibit 5.1

November 16, 2001



Fidelity Federal Bancorp
18 N.W. Fourth Street
Evansville, Indiana 47708

     Re:  Rights Offering for 9.00% Junior Subordinated Notes due 2008 and
          Warrants for 500,000 Shares of Common Stock of Fidelity Federal
          Bancorp (the "Rights Offering")

Ladies and Gentlemen:

     We have acted as counsel for Fidelity Federal Bancorp (the "Company"), in
connection with the preparation and filing of a Registration Statement on Form
S-3 (the "Registration Statement") with the Securities and Exchange Commission
(the "Commission") under the Securities Act of 1933, as amended (the "Act"),
relating to the registration under the Act of $1,500,000 aggregate principal
amount of the Company's 9.00% Junior Subordinated Notes due 2008 (the "Notes"),
500,000 warrants to purchase shares of common stock of the Company (the
"Warrants") and 500,000 shares of common stock of the Company (the "Shares")
underlying the Warrants. It is our understanding that, in accordance with the
terms and conditions of the Rights Offering as set forth in the Registration
Statement, the Company will distribute subscription rights to persons who own
common stock of the Company to purchase Notes and Warrants.

     In rendering this opinion, we have reviewed and are familiar with the
Company's Articles of Incorporation, as amended, and By-Laws and such other
records, documents and information as we have in our judgment deemed relevant.
We have also relied upon certificates of officers of the Company with respect to
the accuracy of the material factual matters contained in such certificates. In
making our examination, we have assumed that all signatures on documents
examined by us are genuine, that all documents submitted to as originals are
authentic and that all documents submitted to us as certified or photostatic
copies conform with the originals of such documents.

     Based upon the foregoing, and subject to the assumptions, limitations and
qualifications set forth herein, it is our opinion that (i)



Fidelity Federal Bancorp
November 16, 2001
Page 2

the Notes are duly authorized by the Board of Directors of the Company (the
"Board") and if and when sold pursuant to the terms and conditions of the Rights
Offering as set forth in the Registration Statement, the Notes will, when issued
in accordance with and pursuant to the terms of the Rights Offering, constitute
valid and binding obligations of the Company, enforceable against the Company in
accordance with their terms, except as limited by applicable bankruptcy,
insolvency, reorganization, moratorium, liquidation, readjustment of debt or
similar laws relating to or affecting creditors' rights generally and subject to
general principles of public policy and equity (regardless of whether such
enforceability is considered in a proceeding in equity or at law), (ii) the
Warrants are duly authorized by the Board, and if and when issued by the Company
pursuant to the terms and conditions of the Rights Offering as set forth in the
Registration Statement, when exercised, will constitute binding obligations of
the Company, and (iii) the shares are duly authorized by the Board, and if and
when sold pursuant to the terms and conditions of the Warrants will, when
issued, be legally issued, fully-paid and non-assessable. This opinion is
limited to the matters stated herein, and no opinion is to be implied or may be
inferred beyond the matters expressly stated.

     This opinion is limited to the federal laws of the United States of America
and the laws of the State of Indiana and is addressed to you and is for your use
in connection with the Registration Statement and the Rights Offering
contemplated therein.

     We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference made to us in the Registration
Statement and the Prospectus forming a part thereof under the caption "Legal
Matters". In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the Act or
the rules or regulations of the Commission promulgated thereunder.

                                    Very truly yours,

                                    /s/ KRIEG DEVAULT LLP

                                    KRIEG DEVAULT LLP