Exhibit 5.3

                                   June 2, 2004

Financial Federal Corporation
733 Third Avenue
New York, New York 10017

            Re:   Financial Federal Corporation
                  Registration Statement on Form S-3

Dear Ladies and Gentlemen:

            We have acted as special tax counsel for Financial Federal
Corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-3 to be filed with the Securities and Exchange
Commission on June 3, 2004 (the "Registration Statement"), under the
Securities Act of 1933, as amended (the "Act"), for the registration under the
Act of 2.0% Convertible Senior Debentures due 2034 ("Notes") and shares of
Common Stock, $0.50 par value of the Company, issuable upon conversion of the
Notes ("Common Stock").

            We hereby confirm that the statements set forth under the heading
"United States Federal Income Tax Considerations", insofar as such statements
constitute a summary the United States federal income tax laws, are accurate in
all material respects.

            We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving such consent, we do not consider that we are
"experts," within the meaning of the term used in the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder,
with respect to any part of the Registration Statement, including this opinion
as an exhibit or otherwise.


                                  Very truly yours,

                                  /s/ ORRICK, HERRINGTON & SUTCLIFFE LLP
                                  --------------------------------------
                                  ORRICK, HERRINGTON & SUTCLIFFE LLP