As filed with the Securities and Exchange Commission on November 5, 2003

                                       Registration Statement No. 333-
                                                                       ------

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                    UNDER THE SECURITIES ACT OF 1933


                             FIRSTBANK NW CORP.
------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

              Washington                                      84-1389562
---------------------------------------                -----------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

            1300 16th Avenue
        Clarkston, Washington                                   99403
---------------------------------------                -----------------------
(Address of principal executive offices)                      (Zip code)


              Oregon Trail Financial Corp. 1998 Stock Option Plan
------------------------------------------------------------------------------
                           (Full title of the plan)


         Clyde E. Conklin                     John F. Breyer, Jr., Esquire
President and Chief Executive Officer             Breyer & Associates PC
        FirstBank NW Corp.                         8180 Greensboro Drive
        1300 16th Avenue                                 Suite 785
  Clarkston, Washington 99403                     McLean, Virginia 22102
          (509) 295-5100                               (703) 883-1100
------------------------------------------------------------------------------
        (Name, address and telephone number of agent for service)


                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title of each
class of sec-                  Proposed maximum  Proposed maximum   Amount of
urities to be   Amount to be    offering price      aggregate     registration
registered     registered (2)   per share (2)     offering price       fee
------------------------------------------------------------------------------
Common stock,
 $0.01 par value
 per share          400,729          $29.11           $11,665,221       $944
------------------------------------------------------------------------------

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant
     to the Oregon Trail Financial Corp. 1998 Stock Option Plan as a result of
     a stock split, stock dividend or similar adjustment of the outstanding
     shares of the registrant.
(2)  Estimated in accordance with Rule 457(h), calculated on the basis of
     $29.11 per share, the average of the high and low share prices of
     FirstBank NW Corp. common stock on the Nasdaq National Market on November
     3, 2003.

<PAGE>

                                      PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Oregon Trail Financial Corp.
1998 Stock Option Plan as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933.

     Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.

<PAGE>



                                     PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
------

     The following documents previously or concurrently filed by FirstBank NW
Corp. (the "Registrant") with the Commission are hereby incorporated by
reference in this Registration Statement and the prospectus to which this
Registration Statement relates (the "Prospectus"):

     (a)   the Registrant's Annual Report on Form 10-KSB for the fiscal year
           ended March 31, 2003 (File No. 0-22435) filed pursuant to the
           Securities Exchange Act of 1934;

     (b)   all other reports filed by the Registrant pursuant to Section 13(a)
           or 15(d) of the Securities Exchange Act of 1934 since the end of
           the fiscal year covered by the Annual Report on Form 10-KSB
           referred to in Item 3(a) above; and

     (c)   the description of the Registrant's common stock, par value $0.01
           per share, set forth in the Registrant's Registration Statement on
           Form 8-A, registering the Registrant's common stock, pursuant
           to Section 12(g) of the Securities Exchange Act of 1934, filed as
           of April 25, 1997 and all amendments thereto or reports filed for
           the purpose of updating such description.

     All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and the Prospectus to be a part hereof and
thereof from the date of the filing of such documents.  Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the Prospectus to the extent that
a statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
or therein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement and the
Prospectus.

     The Registrant shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated).  Requests should be
directed to Larry K. Moxley, Corporate Secretary, FirstBank NW Corp., 1300
16th Avenue, Clarkston, Washington 99403, telephone number (509) 295-5100.

     All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or
therein by reference.

Item 4.   Description of Securities
------

          Not Applicable

Item 5.   Interests of Named Experts and Counsel
------

          Not Applicable

<PAGE>



Item 6.   Indemnification of Directors and Officers
------

     Article XIV of the Registrant's Articles of Incorporation requires
indemnification of any person who is or was a director, officer, agent or
employee of the Registrant and who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that the person is or was an agent of the
Registrant, against expenses, judgments, fines, and amounts paid in settlement
and incurred by that person in connection with such action, suit or
proceeding.

     Chapter 23B.08 of the Revised Code of Washington provides for
permissible, mandatory and court-ordered indemnification of directors,
officers, employees and agents in certain circumstances.  Sections 23B.08.500
through 23B.08.600 provide as follows:

     RCW 23B.08.500  Indemnification definitions. -- For purposes of RCW
23B.08.510 through 23B.08.600:
     (1)  "Corporation" includes any domestic or foreign predecessor entity of
a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
     (2)  "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director
is considered to be serving an employee benefit plan at the corporation's
request if the director's duties to the corporation also impose duties on, or
otherwise involve services by, the director to the plan or to participants in
or beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
     (3)  "Expenses" include counsel fees.
     (4)  "Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.
     (5)  "Official capacity" means: (a) When used with respect to a director,
the office of director in a corporation; and (b) when used with respect to an
individual other than a director, as contemplated in RCW 23B.08.570, the
office in a corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, employee benefit plan,
or other enterprise.
     (6)  "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
     (7)  "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.

     RCW 23B.08.510  Authority to indemnify. -- (1) Except as provided in
subsection (4) of this section, a corporation may indemnify an individual made
a party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if:
     (a)  The individual acted in good faith; and
     (b)  The individual reasonably believed:
     (i)  In the case of conduct in the individual's official capacity with
the corporation, that the individual's conduct was in its best interests; and
     (ii) In all other cases, that the individual's conduct was at least not
opposed to its best interests; and
     (c)  In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.
     (2)  A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (1)(b)(ii) of this section.
     (3)  The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
     (4)  A corporation may not indemnify a director under this section:
     (a)  In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

                                       II-2

<PAGE>



     (b)  In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in the director's
official capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.
     (5)  Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     RCW 23B.08.520  Mandatory indemnification. -- Unless limited by its
articles of incorporation, a corporation shall indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party because of being a director of
the corporation against reasonable expenses incurred by the director in
connection with the proceeding.

     RCW 23B.08.530  Advance for expenses. -- (1) A corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if:
     (a)  The director furnishes the corporation a written affirmation of the
director's good faith belief that the director has met the standard of conduct
described in RCW 23B.08.510; and
     (b)  The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is
ultimately determined that the director did not meet the standard of conduct.
     (2)  The undertaking required by subsection (1)(b) of this section must
be an unlimited general obligation of the director but need not be secured and
may be accepted without reference to financial ability to make repayment.
     (3)  Authorization of payments under this section may be made by
provision in the articles of incorporation or bylaws, by resolution adopted by
the shareholders or board of directors, or by contract.

     RCW 23B.08.540  Court-ordered indemnification. -- Unless a corporation's
articles of incorporation provide otherwise, a director of a corporation who
is a party to a proceeding may apply for indemnification or advance of
expenses to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving
any notice the court considers necessary may order indemnification or advance
of expenses if it determines:
     (1)  The director is entitled to mandatory indemnification under RCW
23B.08.520, in which case the court shall also order the corporation to pay
the director's reasonable expenses incurred to obtain court-ordered
indemnification;
     (2)  The director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not the director met the
standard of conduct set forth in RCW 23B.08.510 or was adjudged liable as
described in RCW 23B.08.510(4), but if the director was adjudged so liable the
director's indemnification is limited to reasonable expenses incurred unless
the articles of incorporation or a bylaw, contract, or resolution approved or
ratified by the shareholders pursuant to RCW 23B.08.560 provides otherwise; or
     (3)  In the case of an advance of expenses, the director is entitled
pursuant to the articles of incorporation, bylaws, or any applicable
resolution or contract, to payment or reimbursement of the director's
reasonable expenses incurred as a party to the proceeding in advance of final
disposition of the proceeding.

     RCW 23B.08.550  Determination and authorization of indemnification. --
(1) A corporation may not indemnify a director under RCW 23B.08.510 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because
the director has met the standard of conduct set forth in RCW 23B.08.510.
     (2)  The determination shall be made:
     (a)  By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;
     (b)  If a quorum cannot be obtained under (a) of this subsection, by
majority vote of a committee duly designated by the board of directors, in
which designation directors who are parties may participate, consisting solely
of two or more directors not at the time parties to the proceeding;
     (c)  By special legal counsel:
     (i)  Selected by the board of directors or its committee in the manner
prescribed in (a) or (b) of this subsection; or
     (ii) If a quorum of the board of directors cannot be obtained under (a)
of this subsection and a committee cannot be designated under (b) of this
subsection, selected by majority vote of the full board of directors, in which
selection directors who are parties may participate; or

                                     II-3

<PAGE>



     (d)  By the shareholders, but shares owned by or voted under the control
of directors who are at the time parties to the proceeding may not be voted on
the determination.
     (3)  Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2)(c) of this section to select counsel.

     RCW 23B.08.560  Shareholder authorized indemnification and advancement of
expenses. -- (1) If authorized by the articles of incorporation, a bylaw
adopted or ratified by the shareholders, or a resolution adopted or ratified,
before or after the event, by the shareholders, a corporation shall have power
to indemnify or agree to indemnify a director made a party to a proceeding, or
obligate itself to advance or reimburse expenses incurred in a proceeding,
without regard to the limitations in RCW 23B.08.510 through 23B.08.550,
provided that no such indemnity shall indemnify any director from or on
account of:
     (a)  Acts or omissions of the director finally adjudged to be intentional
misconduct or a knowing violation of law;
     (b)  Conduct of the director finally adjudged to be in violation of RCW
23B.08.310; or
     (c)  Any transaction with respect to which it was finally adjudged that
such director personally received a benefit in money, property, or services to
which the director was not legally entitled.
     (2)  Unless the articles of incorporation, or a bylaw or resolution
adopted or ratified by the shareholders, provide otherwise, any determination
as to any indemnity or advance of expenses under subsection (1) of this
section shall be made in accordance with RCW 23B.08.550.

     RCW 23B.08.570  Indemnification of officers, employees, and agents.  --
Unless a corporation's articles of incorporation provide otherwise:
     (1)  An officer of the corporation who is not a director is entitled to
mandatory indemnification under RCW 23B.08.520, and is entitled to apply for
court-ordered indemnification under RCW 23B.08.540, in each case to the same
extent as a director;
     (2)  The corporation may indemnify and advance expenses under RCW
23B.08.510 through 23B.08.560 to an officer, employee, or agent of the
corporation who is not a director to the same extent as to a director; and
     (3)  A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with law,
that may be provided by its articles of incorporation, bylaws, general or
specific action of its board of directors, or contract.

     RCW 23B.08.580  Insurance. -- A corporation may purchase and maintain
insurance on behalf of an individual who is or was a director, officer,
employee, or agent of the corporation, or who, while a director, officer,
employee, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted against
or incurred by the individual in that capacity or arising from the
individual's status as a director, officer, employee, or agent, whether or not
the corporation would have power to indemnify the individual against the same
liability under RCW 23B.08.510 or 23B.08.520.

     RCW 23B.08.590  Validity of indemnification or advance for expenses. --
(1) A provision treating a corporation's indemnification of or advance for
expenses to directors that is contained in its articles of incorporation,
bylaws, a resolution of its shareholders or board of directors, or in a
contract or otherwise, is valid only if and to the extent the provision is
consistent with RCW 23B.08.500 through 23B.08.580. If articles of
incorporation limit indemnification or advance for expenses, indemnification
and advance for expenses are valid only to the extent consistent with the
articles of incorporation.
     (2)  RCW 23B.08.500 through 23B.08.580 do not limit a corporation's power
to pay or reimburse expenses incurred by a director in connection with the
director's appearance as a witness in a proceeding at a time when the director
has not been made a named defendant or respondent to the proceeding.

     RCW 23B.08.600  Report to shareholders. -- If a corporation indemnifies
or advances expenses to a director under RCW 23B.08.510, 23B.08.520,
23B.08.530, 23B.08.540, or 23B.08.560 in connection with a proceeding by or

                                     II-4

<PAGE>



in the right of the corporation, the corporation shall report the
indemnification or advance in the form of a notice to the shareholders
delivered with or before the notice of the next shareholders' meeting.

Item 7.   Exemption From Registration Claimed
------

          Not Applicable

Item 8.   Exhibits
------

          The following exhibits are filed with or incorporated by reference
          into this Registration Statement on Form S-8:

Exhibit
Number    Description of Document
-------   --------------------------------------------------------------------

  4.1     Articles of Incorporation of the Registrant (1)

  4.2     Bylaws of the Registrant (1)

  4.3     Amendment to the Bylaws of the Registrant (2)

  4.4     Form of Certificate of Common Stock of the Registrant (3)

   5      Opinion of Breyer & Associates PC

 23.1     Consent of Moss Adams LLP

 23.2     Consent of BDO Seidman, LLP

 23.3     Consent of Breyer & Associates PC (contained in its opinion filed as
          Exhibit 5)

  24      Power of attorney (contained in the signature page of the
          Registration Statement)

  99      Oregon Trail Financial Corp. 1998 Stock Option Plan

---------
(1)  Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB/A
     the year ended March 31, 2000, and incorporated herein by reference.
(2)  Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for
     the year ended March 31, 2002, and incorporated herein by reference.
(3)  Filed as an exhibit to the Registrant's Registration Statement on Form
     SB-2 (No. 333-23395), and incorporated herein by reference.

Item 9.  Undertakings
------

         (a)  The undersigned Registrant hereby undertakes:

              1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section


                                       II-5

<PAGE>



13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

              2. That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed the initial
bona fide offering thereof.

              3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II-6

<PAGE>



                                  SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Clarkston, State of Washington, on the 4th day
of November, 2003.

                              FIRSTBANK NW CORP.


                              By:  /s/ Clyde E. Conklin
                                   -------------------------------------
                                   Clyde E. Conklin
                                   President and Chief Executive Officer
                                   (Duly Authorized Representative)

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Clyde E. Conklin his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.


Signature                   Title                                 Date

/s/ Clyde E. Conklin        President, Chief Executive        November 4, 2003
--------------------------  Officer and Director (Principal
Clyde E. Conklin            Executive Officer)


/s/ Larry K. Moxley         Executive Vice President, Chief   November 4, 2003
--------------------------  Financial Officer and Director
Larry K. Moxley             (Principal Financial Officer)


/s/ Cynthia M. Moore        Controller (Principal Accounting  November 4, 2003
--------------------------  Officer)
Cynthia M. Moore


/s/ Steve R. Cox            Chairman of the Board             November 4, 2003
--------------------------
Steve R. Cox


/s/ William J. Larson       Director                          November 4, 2003
--------------------------
William J. Larson


/s/ Robert S. Coleman, Sr.  Director                          November 4, 2003
--------------------------
Robert S. Coleman, Sr.


/s/ James N. Marker         Director                          November 4, 2003
--------------------------
James N. Marker


/s/ W. Dean Jurgens         Director                          November 4, 2003
--------------------------
W. Dean Jurgens


/s/ John Gentry             Director                          November 4, 2003
--------------------------
John Gentry


                                      II-7

<PAGE>



                               FIRSTBANK NW CORP.

                                EXHIBIT INDEX


Exhibit
Number      Description of Document
--------    ------------------------------------------------------------------

  4.1       Articles of Incorporation of the Registrant (1)

  4.2       Bylaws of the Registrant (1)

  4.3       Amendment to the Bylaws of the Registrant (2)

  4.4       Form of Certificate of Common Stock of the Registrant (3)

   5        Opinion of Breyer & Associates PC

 23.1       Consent of Moss Adams LLP

 23.2       Consent of BDO Seidman, LLP

 23.3       Consent of Breyer & Associates PC (contained in its opinion filed
            as Exhibit 5)

  24        Power of attorney (contained in the signature page of the
            Registration Statement)

  99        Oregon Trail Financial Corp. 1998 Stock Option Plan

--------------
(1)   Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB/A
      the year ended March 31, 2000, and incorporated herein by reference.

(2)   Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for
      the year ended March 31, 2002, and incorporated herein by reference.

(3)   Filed as an exhibit to the Registrant's Registration Statement on Form
      SB-2 (No. 333-23395), and incorporated herein by reference.

<PAGE>



                                     Exhibit 5

                         Opinion of Breyer & Associates PC

<PAGE>



                       [Letterhead of Breyer & Associates PC]



                                    November 4, 2003



Board of Directors
FirstBank NW Corp.
1300 16th Avenue
Clarkston, Washington 99403

Gentlemen:

     We have acted as special counsel to FirstBank NW Corp., a Washington
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $0.01 per share (the
"Common Stock") pursuant to the grant or exercise of stock options ("Options")
of the Company which may be issued pursuant to the terms of the Oregon Trail
Financial Corp. 1998 Stock Option Plan (the "Plan"), all as more fully
described in the Registration Statement.  The Registration Statement also
registers an indeterminate number of additional shares which may be necessary
to adjust the number of shares registered thereby for issuance as the result
of a stock split, stock dividend or similar adjustment of the number of issued
and outstanding shares of Common Stock.  You have requested the opinion of
this firm with respect to certain legal aspects of the proposed offering.

     We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Company, the Plan, a specimen stock
certificate evidencing the Common Stock and such other documents and records
as we have deemed necessary for purposes of this opinion.  We are relying upon
the originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Company and such other
instruments, certificates and representations of public officials, officers
and representatives of the Company as we have deemed applicable or relevant as
a basis for the opinions set forth below.  In addition, we have assumed,
without independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals. Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.

     For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to the exercise of Options will continue to be
validly authorized on the dates the Common Stock is issued pursuant to the
exercise of the Options, (ii) on the dates the Options are exercised, the
Options will constitute valid, legal and binding obligations of the Company
and will be enforceable as to the Company in accordance with their terms
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally); (iii) no change occurs in applicable law or the pertinent
facts; (iv) the Options are exercised in accordance with the terms of the Plan
and any separate agreement evidencing the grant of such Options pursuant to
the Plan and the exercise price due therefor, if any, is paid in accordance
with the terms thereof; and (v) the provisions of "blue sky" and other
securities laws as may be applicable have been complied with to the extent
required.

     Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plan, upon receipt by the Company of the
consideration required thereby, as applicable, will be legally issued, fully
paid and non-assessable shares of Common Stock.

<PAGE>

Board of Directors
FirstBank NW Corp.
November 4, 2003
Page 2

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.

                                     Sincerely,

                                     /s/ Breyer & Associates PC

                                     BREYER & ASSOCIATES PC

<PAGE>



                                   Exhibit 23.1

                            Consent of Moss Adams LLP

<PAGE>



                       CONSENT OF INDEPENDENT AUDITORS


We consent to incorporation by reference in the Registration Statement on Form
S-8 of FirstBank NW Corp., relating to the Oregon Trail Financial Corp. 1998
Stock Option Plan, of our report dated April 18, 2003, relating to the
consolidated statement of financial condition of FirstBank NW Corp. and
subsidiaries as of March 31, 2003, and the related consolidated statements of
income, comprehensive income, changes in stockholders' equity and cash flows
for the year then ended, which report appears as an exhibit to the FirstBank
NW Corp. Annual Report on Form 10-KSB for the year ended March 31, 2003.


/s/ Moss Adams LLP

Spokane, Washington
November 4, 2003

<PAGE>



                                 Exhibit 23.2

                         Consent of BDO Seidman, LLP

<PAGE>



                      CONSENT OF INDEPENDENT ACCOUNTANTS


     We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of FirstBank NW Corp. of our report dated April 18, 2002
relating to the consolidated financial statements as of and for the year ended
March 31, 2002, which appears in FirstBank NW Corp.'s Annual Report on Form
10-KSB for the year ended March 31, 2003.


                                /s/ BDO Seidman, LLP
Spokane, Washington

November 3, 2003

<PAGE>



                                     Exhibit 99

                           Oregon Trail Financial Corp.
                              1998 Stock Option Plan

<PAGE>



                           OREGON TRAIL FINANCIAL CORP.
                             1998 STOCK OPTION PLAN

     SECTION 1.     PURPOSE

     The Oregon Trail Financial Corp. 1998 Stock Option Plan (the "Plan") is
hereby established to foster and promote the long-term success of Oregon Trail
Financial Corp. and its shareholders by providing directors, officers and
employees of the Corporation and its subsidiaries with an equity interest in
the Corporation. The Plan will assist the Corporation in attracting and
retaining the highest quality of experienced persons as directors, officers
and employees and in aligning the interests of such persons more closely with
the interests of the Corporation's shareholders by encouraging such parties to
maintain an equity interest in the Corporation.

     SECTION 2.     DEFINITIONS

     For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:

     BOARD means the Board of Directors of the Corporation.

     CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Corporation purchases shares of the stock of the
Corporation pursuant to a tender or exchange offer for such shares, (b) any
person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of securities
of the Corporation representing twenty-five percent (25%) or more of the
combined voting power of the Corporation's then outstanding securities, (c)
the membership of the board of directors of the Corporation changes as the
result of a contested election, such that individuals who were directors at
the beginning of any twenty-four (24) month period (whether commencing before
or after the date of adoption of this Plan) do not constitute a majority of
the Board at the end of such period, or (d) shareholders of the Corporation
approve a merger, consolidation, sale or disposition of all or substantially
all of the Corporation's assets, or a plan of partial or complete liquidation.
If any of the events enumerated in clauses (a) - (d) occur, the Board shall
determine the effective date of the change in control resulting therefrom, for
purposes of the Plan.

     CODE means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

     CORPORATION means Oregon Trail Financial Corp., an Oregon corporation.

     DIRECTOR shall mean a director of the Corporation who is not also an
employee of the Corporation or its subsidiaries.

     DISABILITY means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of
the employment or service performed by such Participant immediately prior to
the commencement of such disability.  The determination of whether a
Participant is disabled shall be made by the Board in its sole and absolute
discretion.

     EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     FAIR MARKET VALUE shall be determined as follows:

     (a)  If the Stock is traded or quoted on the Nasdaq Stock Market or other
national securities exchange on any date, then the Fair Market Value shall be
the average of the highest and lowest selling price on such exchange on such
date or, if there were no sales on such date, then on the next prior business
day on which there was a sale.

     (b)  If the Stock is not traded or quoted on the Nasdaq Stock Market or
other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.

<PAGE>



     INCENTIVE STOCK OPTION means an option to purchase shares of Stock
granted to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code.

     NON-QUALIFIED STOCK OPTION means an option to purchase shares of Stock
granted to a Participant under the Plan which is not intended to be an
Incentive Stock Option.

     OPTION means an Incentive Stock Option or a Non-Qualified Stock Option.

     PARTICIPANT means a Director or employee of the Corporation or its
subsidiaries selected by the Board to receive an Option under the Plan.

     PLAN means this Oregon Trail Financial Corp. 1998 Stock Option Plan.

     STOCK means the common stock, $0.01 par value, of the Corporation.

     TERMINATION FOR CAUSE shall mean termination because of a Participant's
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or material breach of any provision of any
employment agreement between the Corporation and/or any subsidiary of the
Corporation and a Participant.

     SECTION 3.     ADMINISTRATION

     (a)  The Plan shall be administered by the Board. Among other things, the
Board shall have authority, subject to the terms of the Plan, to grant
Options, to determine the individuals to whom and the time or times at which
Options may be granted, to determine whether such Options are to be Incentive
Stock Options or Non-Qualified Stock Options (subject to the requirements of
the Code), to determine the terms and conditions of any Option granted
hereunder, and the exercise price thereof.

     (b)  Subject to the other provisions of the Plan, the Board shall have
authority to adopt, amend, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time consider advisable, to interpret the provisions of the Plan and
any Option and to decide all disputes arising in connection with the Plan. The
Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole
and absolute discretion. The Board's decision and interpretations shall be
final and binding. Any action of the Board with respect to the administration
of the Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.

     SECTION 4.     ELIGIBILITY AND PARTICIPATION.

     Officers and employees of the Corporation and its subsidiaries and
Directors shall be eligible to participate in the Plan. The Participants under
the Plan shall be selected from time to time by the Board, in its sole
discretion, from among those eligible, and the Board shall determine, in its
sole discretion, the numbers of shares to be covered by the Option or Options
granted to each Participant. Options intended to qualify as Incentive Stock
Options shall be granted only to persons who are eligible to receive such
options under Section 422 of the Code.

     SECTION 5.     SHARES OF STOCK AVAILABLE FOR OPTIONS

     (a)  The maximum number of shares of Stock which may be issued and
purchased pursuant to Options granted under the Plan is 469,488, subject to
the adjustments as provided in Section 5 and Section 9, to the extent
applicable. If an Option granted under this Plan expires or terminates before
exercise or is forfeited for any reason, the shares of Stock subject to such
Option, to the extent of such expiration, termination or forfeiture, shall
again be available for subsequent Option grants under Plan. Shares of Stock
issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

                                      2

<PAGE>



     (b)  In the event that the Board determines, in its sole discretion, that
any stock dividend, stock split, reverse stock split or combination,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reclassification, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares, or other similar
transaction affects the Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be granted or made
available under the Plan to Participants, the Board shall have the right to
proportionately and appropriately adjust equitably any or all of (i) the
maximum number and kind of shares of Stock in respect of which Options may be
granted under the Plan to Participants, (ii) the number and kind of shares of
Stock subject to outstanding Options held by Participants, and (iii) the
exercise price with respect to any Options held by Participants, without
changing the aggregate purchase price as to which such Options remain
exercisable, provided that no adjustment shall be made pursuant to this
Section if such adjustment would cause the Plan to fail to comply with Section
422 of the Code with regard to any Incentive Stock Options granted hereunder.
No fractional Shares shall be issued on account of any such adjustment.

     (c)  Any adjustments under this Section will be made by the Board, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive.

     SECTION 6.     NON-QUALIFIED STOCK OPTIONS

     The Board may, from time to time, grant Non-Qualified Stock Options to
Participants upon such terms and conditions as the Board may determine.
Non-Qualified Stock Options granted under this Plan are subject to the
following terms and conditions:

     (a)  Price. The purchase price per share of Stock deliverable upon the
exercise of each Non-Qualified Stock Option shall be determined by the Board
on the date the option is granted. Such purchase price shall not be less than
one hundred percent (100%) of the Fair Market Value of the Stock on the date
of grant. Shares may be purchased only upon full payment of the purchase
price. Payment of the purchase price may be made, in whole or in part, through
the surrender of shares of the Stock at the Fair Market Value of such shares
on the date of surrender or through a "cashless exercise" involving a stock
brokerage firm.

     (b)  Terms of Options. The term during which each Non-Qualified Stock
Option may be exercised shall be determined by the Board, but in no event
shall a Non-Qualified Stock Option be exercisable in whole or in part more
than ten (10) years from the date of grant. Except as provided herein, no
Non-Qualified Stock Option granted under this Plan is transferable except by
will or the laws of descent and distribution.  The Board shall have
discretionary authority to permit the transfer of any Non-Qualified Stock
Option to members of a Participant's immediate family, including trusts for
the benefit of such family members and partnerships in which such family
members are the only partners; provided, however, that a transferred
Non-Qualified Stock Option may be exercised by the transferee on any date only
to the extent that the Participant would have been entitled to exercise the
Non-Qualified Stock Option on such date had the Non-Qualified Stock Option not
been transferred.  Any transferred Non-Qualified Stock Option shall remain
subject to the terms and conditions of the Participant's stock option
agreement.

     (c)  Termination of Service.  Unless otherwise determined by the Board,
upon the termination of a Participant's employment (or, in the case of a
Director, service as a member of the Board) for any reason other than
Disability, death or Termination for Cause, the Participant's Non-Qualified
Stock Options shall be exercisable only as to those shares which were
immediately exercisable by the Participant at the date of termination and only
for a period of one (1) year following termination. Notwithstanding any
provision set forth herein nor contained in any Agreement relating to the
award of an Option, in the event of Termination for Cause, all rights under
the Participant's Non-Qualified Stock Options shall expire upon termination.
In the event of death or termination as a result of Disability of any
Participant, all Non-Qualified Stock Options held by the Participant, whether
or not exercisable at such time, shall be exercisable by the Participant or
his legal representatives or beneficiaries of the Participant for two (2)
years or such longer period as determined by the Board following the date of
the Participant's death or termination of service due to Disability, provided
that in no event shall the period extend beyond the expiration of the
Non-Qualified Stock Option term.

                                      3

<PAGE>



     SECTION 7.     INCENTIVE STOCK OPTIONS

     The Board may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:

     (a)  Price.  The purchase price per share of Stock deliverable upon the
exercise of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the Stock on the date of grant.
However, if a Participant owns (or, under Section 422(d) of the Code, is
deemed to own) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of Stock, the purchase price per share of
Stock deliverable upon the exercise of each Incentive Stock Option shall not
be less than one hundred ten percent (110%) of the Fair Market Value of the
Stock on the date of grant. Shares may be purchased only upon payment of the
full purchase price. Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Stock at the Fair Market Value of
such shares on the date of surrender or through a "cashless exercise"
involving a stock brokerage firm.

     (b)  Amounts of Options.  Subject to Sections 4(b) and (c), Incentive
Stock Options may be granted to any eligible employee in such amounts as
determined by the Board. In the case of an option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time the option is granted) of the Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by the Participant during
any calendar year shall not exceed $100,000. The provisions of this Section
7(b) shall be construed and applied in accordance with Section 422(d) of the
Code and the regulations, if any, promulgated thereunder. To the extent an
award is in excess of such limit, it shall be deemed a Non-Qualified Stock
Option. The Board shall have discretion to redesignate options granted as
Incentive Stock Options as Non-Qualified Stock Options.

     (c)  Terms of Options.  The term during which each Incentive Stock Option
may be exercised shall be determined by the Board, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than ten (10)
years from the date of grant. If at the time an Incentive Stock Option is
granted to an employee, the employee owns Stock representing more than ten
percent (10%) of the total combined voting power of the Corporation (or, under
Section 422(d) of the Code, is deemed to own Stock representing more than ten
percent (10%) of the total combined voting power of all such classes of Stock,
by reason of the ownership of such classes of Stock, directly or indirectly,
by or for any brother, sister, spouse, ancestor or lineal descendent of such
employee, or by or for any corporation, partnership, estate or trust of which
such employee is a shareholder, partner or beneficiary), the Incentive Stock
Option granted to such employee shall not be exercisable after the expiration
of five (5) years from the date of grant. No Incentive Stock Option granted
under this Plan is transferable except by will or the laws of descent and
distribution.

     (d)  Termination of Employment.  Upon the termination of a Participant's
service for any reason other than Disability, death or Termination for Cause,
the Participant's Incentive Stock Options which are then exercisable at the
date of termination may only be exercised by the Participant for a period of
three (3) months following termination, after which time they shall be void.
Notwithstanding any provisions set forth herein nor contained in any Agreement
relating to an award of an Option, in the event of Termination for Cause, all
rights under the Participant's Incentive Stock Options shall expire
immediately upon termination.

     Unless otherwise determined by the Board, in the event of death or
termination of service as a result of Disability of any Participant, all
Incentive Stock Options held by such Participant, whether or not exercisable
at such time, shall be exercisable by the Participant or the Participant's
legal representatives or the beneficiaries of the Participant for one (1) year
following the date of the Participant's death or termination of employment as
a result of Disability. In no event shall the exercise period extend beyond
the expiration of the Incentive Stock Option term.

     (f)  Compliance with Code.  The options granted under this Section 7 of
the Plan are intended to qualify as incentive stock options within the meaning
of Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board in writing in
the event that he disposes of Stock acquired upon exercise of an Incentive
Stock Option within the two-year period following the date the Incentive Stock
Option was granted or within the one-year period following the date he
received Stock upon the exercise of an Incentive Stock Option and shall comply
with any

                                       4

<PAGE>



other requirements imposed by the Corporation in order to enable the
Corporation to secure the related income tax deduction to which it will be
entitled in such event under the Code.

     SECTION 8.     EXTENSION

     The Board may, in its sole discretion, extend the dates during which all
or any particular Option or Options granted under the Plan may be exercised;
provided, however, that no such extension shall be permitted without the
Participant's consent if it would cause Incentive Stock Options issued under
the Plan to fail to comply with Section 422 of the Code.

     SECTION 9.     GENERAL PROVISIONS APPLICABLE TO OPTIONS

     (a)  Each Option under the Plan shall be evidenced by a writing delivered
to the Participant specifying the terms and conditions thereof and containing
such other terms and conditions not inconsistent with the provisions of the
Plan as the Board considers necessary or advisable to achieve the purposes of
the Plan or comply with applicable tax and regulatory laws and accounting
principles.

     (b)  Each Option may be granted alone, in addition to or in relation to
any other Option. The terms of each Option need not be identical, and the
Board need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Option, any determination with respect to an Option
may be made by the Board at the time of grant or at any time thereafter.

     (c)  Notwithstanding anything in this Plan to the contrary, in the event
of a Change in Control, all then outstanding Options shall become one hundred
percent vested and exercisable as of the effective date of the Change in
Control.  If, in connection with or as a consequence of a Change in Control,
the Corporation is merged into or consolidated with another corporation, if
the Corporation becomes a subsidiary of another corporation or if the
Corporation sells or otherwise disposes of substantially all of its assets to
another corporation, then unless provisions are made in connection with such
transactions for the continuance of the Plan and/or the assumption or
substitution of then outstanding Options with new options covering the stock
of the successor corporation, or parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, such
Options shall be canceled as of the effective date of the merger,
consolidation, or sale and the Participant shall be paid in cash an amount
equal to the difference between the Fair Market Value of the Stock subject to
the Options on the effective date of such corporate event and the exercise
price of the Options.  Notwithstanding anything in this Section 9(c) or any
Option agreement to the contrary, in the event that the consummation of a
Change in Control is contingent on using pooling of interests accounting
methodology, the Board may, in its discretion, take any action necessary to
preserve the use of pooling of interests accounting.

     (d)  The Corporation shall be entitled to withhold (or secure payment
from the Participant in lieu of withholding) the amount of any withholding or
other tax required by law to be withheld or paid by the Corporation with
respect to any Options exercised under this Plan, and the Corporation may
defer issuance of Stock hereunder until and unless indemnified to its
satisfaction against any liability for any such tax.  The amount of such
withholding or tax payment shall be determined by the Board or its delegate
and shall be payable by the Participant at such time as the Board determines.
To the extent authorized by the Board, such withholding obligation may also be
satisfied by the payment of cash by the Participant to the Corporation, the
tendering of previously acquired shares of Stock of the Participant or the
withholding, at the appropriate time, of shares of Stock otherwise issuable to
the Participant, in a number sufficient, based upon the Fair Market Value of
such Stock, to satisfy such tax withholding requirements.  The Board shall be
authorized, in its sole discretion, to establish such rules and procedures
relating to any such withholding methods as it deems necessary or appropriate,
including, without limitation, rules and procedures relating to elections by
Participants who are subject to the provisions of Section 16 of the Exchange
Act.

     (e)  Subject to the terms of the Plan, the Board may at any time, and
from time to time, amend, modify or terminate the Plan or any outstanding
Option held by a Participant, including substituting therefor another Option
of the same or a different type or changing the date of exercise or
realization, provided that the Participant's consent to each

                                       5

<PAGE>



action shall be required unless the Board determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant.

     SECTION 10.  MISCELLANEOUS

     (a)  No person shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving a Participant the
right to continued employment or service on the Board. The Corporation
expressly reserves the right at any time to dismiss a Participant free from
any liability or claim under the Plan, except as expressly provided in the
Plan or the applicable Option.

     (b)  Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements.

     (c)  Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Stock to be distributed under the Plan
until he or she becomes the holder thereof.

     (d)  Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.

     (e)  No member of the Board shall be liable for any action or
determination taken or granted in good faith with respect to this Plan nor
shall any member of the Board be liable for any agreement issued pursuant to
this Plan or any grants under it. Each member of the Board shall be
indemnified by the Corporation against any losses incurred in such
administration of the Plan, unless his action constitutes serious and willful
misconduct.

     (f)  The Plan shall be effective on October 4, 1998 but only if, prior to
such date, the Plan is approved by the Corporation's shareholders.  The Plan
will be so approved if at an annual or special meeting of shareholders held
prior to such date a quorum is present and the votes of the holders of a
majority of the securities of the Corporation present or represented by proxy
and entitled to vote on such matter shall be cast in favor of its approval.

     (g)  The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
shareholder approval if such approval is necessary to comply with any
applicable tax laws or regulatory requirement.

     (h)  Options may not be granted under the Plan after the tenth
anniversary of the effective date of the Plan, but then outstanding Options
may extend beyond such date.

     (i)  To the extent that State laws shall not have been preempted by any
laws of the United States, the Plan shall be construed, regulated, interpreted
and administered according to the other laws of the State of Oregon.

                                      6

<PAGE>
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As filed with the Securities and Exchange Commission on November 5, 2003

                                       Registration Statement No. 333-
                                                                       ------

                               UNITED STATES
                    SECURITIES AND EXCHANGE COMMISSION
                          WASHINGTON, D.C.  20549

                                 FORM S-8

                          REGISTRATION STATEMENT
                    UNDER THE SECURITIES ACT OF 1933

                             FIRSTBANK NW CORP.
------------------------------------------------------------------------------
           (Exact name of registrant as specified in its charter)

              Washington                                      84-1389562
---------------------------------------                -----------------------
(State or other jurisdiction of                          (I.R.S. Employer
 incorporation or organization)                          Identification No.)

            1300 16th Avenue
        Clarkston, Washington                                   99403
---------------------------------------                -----------------------
(Address of principal executive offices)                      (Zip code)

              Oregon Trail Financial Corp. 1998 Stock Option Plan
------------------------------------------------------------------------------
                           (Full title of the plan)

         Clyde E. Conklin                     John F. Breyer, Jr., Esquire
President and Chief Executive Officer             Breyer & Associates PC
        FirstBank NW Corp.                         8180 Greensboro Drive
        1300 16th Avenue                                 Suite 785
  Clarkston, Washington 99403                     McLean, Virginia 22102
          (509) 295-5100                               (703) 883-1100
------------------------------------------------------------------------------
        (Name, address and telephone number of agent for service)

                        CALCULATION OF REGISTRATION FEE
------------------------------------------------------------------------------
Title of each
class of sec-                  Proposed maximum  Proposed maximum   Amount of
urities to be   Amount to be    offering price      aggregate     registration
registered     registered (2)   per share (2)     offering price       fee
------------------------------------------------------------------------------
Common stock,
 $0.01 par value
 per share          400,729          $29.11           $11,665,221       $944
------------------------------------------------------------------------------

(1)  Together with an indeterminate number of additional shares which may be
     necessary to adjust the number of shares reserved for issuance pursuant
     to the Oregon Trail Financial Corp. 1998 Stock Option Plan as a result of
     a stock split, stock dividend or similar adjustment of the outstanding
     shares of the registrant.
(2)  Estimated in accordance with Rule 457(h), calculated on the basis of
     $29.11 per share, the average of the high and low share prices of
     FirstBank NW Corp. common stock on the Nasdaq National Market on November
     3, 2003.
PART I

               INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS

     The document(s) containing the information specified in Part I of Form
S-8 will be sent or given to participants in the Oregon Trail Financial Corp.
1998 Stock Option Plan as specified by Rule 428(b)(1) promulgated by the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933.

     Such document(s) are not being filed with the Commission, but constitute
(along with the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II hereof) a prospectus that meets the
requirements of Section 10(a) of the Securities Act of 1933.
PART II

               INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference
------

     The following documents previously or concurrently filed by FirstBank NW
Corp. (the "Registrant") with the Commission are hereby incorporated by
reference in this Registration Statement and the prospectus to which this
Registration Statement relates (the "Prospectus"):

     (a)   the Registrant's Annual Report on Form 10-KSB for the fiscal year
           ended March 31, 2003 (File No. 0-22435) filed pursuant to the
           Securities Exchange Act of 1934;

     (b)   all other reports filed by the Registrant pursuant to Section 13(a)
           or 15(d) of the Securities Exchange Act of 1934 since the end of
           the fiscal year covered by the Annual Report on Form 10-KSB
           referred to in Item 3(a) above; and

     (c)   the description of the Registrant's common stock, par value $0.01
           per share, set forth in the Registrant's Registration Statement on
           Form 8-A, registering the Registrant's common stock, pursuant
           to Section 12(g) of the Securities Exchange Act of 1934, filed as
           of April 25, 1997 and all amendments thereto or reports filed for
           the purpose of updating such description.

     All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934, prior to the filing of a post-effective amendment which indicates
that all securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed incorporated by reference
into this Registration Statement and the Prospectus to be a part hereof and
thereof from the date of the filing of such documents.  Any statement
contained in the documents incorporated, or deemed to be incorporated, by
reference herein or therein shall be deemed to be modified or superseded for
purposes of this Registration Statement and the Prospectus to the extent that
a statement contained herein or therein or in any other subsequently filed
document which also is, or is deemed to be, incorporated by reference herein
or therein modifies or supersedes such statement.  Any such statement so
modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement and the
Prospectus.

     The Registrant shall furnish without charge to each person to whom the
Prospectus is delivered, on the written or oral request of such person, a copy
of any or all of the documents incorporated by reference, other than exhibits
to such documents (unless such exhibits are specifically incorporated by
reference to the information that is incorporated).  Requests should be
directed to Larry K. Moxley, Corporate Secretary, FirstBank NW Corp., 1300
16th Avenue, Clarkston, Washington 99403, telephone number (509) 295-5100.

     All information appearing in this Registration Statement and the
Prospectus is qualified in its entirety by the detailed information, including
financial statements, appearing in the documents incorporated herein or
therein by reference.

Item 4.   Description of Securities
------

          Not Applicable

Item 5.   Interests of Named Experts and Counsel
------

          Not Applicable
Item 6.   Indemnification of Directors and Officers
------

     Article XIV of the Registrant's Articles of Incorporation requires
indemnification of any person who is or was a director, officer, agent or
employee of the Registrant and who was or is a party or is threatened to be
made a party to any threatened, pending or completed action, suit or
proceeding by reason of the fact that the person is or was an agent of the
Registrant, against expenses, judgments, fines, and amounts paid in settlement
and incurred by that person in connection with such action, suit or
proceeding.

     Chapter 23B.08 of the Revised Code of Washington provides for
permissible, mandatory and court-ordered indemnification of directors,
officers, employees and agents in certain circumstances.  Sections 23B.08.500
through 23B.08.600 provide as follows:

     RCW 23B.08.500  Indemnification definitions. -- For purposes of RCW
23B.08.510 through 23B.08.600:
     (1)  "Corporation" includes any domestic or foreign predecessor entity of
a corporation in a merger or other transaction in which the predecessor's
existence ceased upon consummation of the transaction.
     (2)  "Director" means an individual who is or was a director of a
corporation or an individual who, while a director of a corporation, is or was
serving at the corporation's request as a director, officer, partner, trustee,
employee, or agent of another foreign or domestic corporation, partnership,
joint venture, trust, employee benefit plan, or other enterprise. A director
is considered to be serving an employee benefit plan at the corporation's
request if the director's duties to the corporation also impose duties on, or
otherwise involve services by, the director to the plan or to participants in
or beneficiaries of the plan. "Director" includes, unless the context requires
otherwise, the estate or personal representative of a director.
     (3)  "Expenses" include counsel fees.
     (4)  "Liability" means the obligation to pay a judgment, settlement,
penalty, fine, including an excise tax assessed with respect to an employee
benefit plan, or reasonable expenses incurred with respect to a proceeding.
     (5)  "Official capacity" means: (a) When used with respect to a director,
the office of director in a corporation; and (b) when used with respect to an
individual other than a director, as contemplated in RCW 23B.08.570, the
office in a corporation held by the officer or the employment or agency
relationship undertaken by the employee or agent on behalf of the corporation.
"Official capacity" does not include service for any other foreign or domestic
corporation or any partnership, joint venture, trust, employee benefit plan,
or other enterprise.
     (6)  "Party" includes an individual who was, is, or is threatened to be
made a named defendant or respondent in a proceeding.
     (7)  "Proceeding" means any threatened, pending, or completed action,
suit, or proceeding, whether civil, criminal, administrative, or investigative
and whether formal or informal.

     RCW 23B.08.510  Authority to indemnify. -- (1) Except as provided in
subsection (4) of this section, a corporation may indemnify an individual made
a party to a proceeding because the individual is or was a director against
liability incurred in the proceeding if:
     (a)  The individual acted in good faith; and
     (b)  The individual reasonably believed:
     (i)  In the case of conduct in the individual's official capacity with
the corporation, that the individual's conduct was in its best interests; and
     (ii) In all other cases, that the individual's conduct was at least not
opposed to its best interests; and
     (c)  In the case of any criminal proceeding, the individual had no
reasonable cause to believe the individual's conduct was unlawful.
     (2)  A director's conduct with respect to an employee benefit plan for a
purpose the director reasonably believed to be in the interests of the
participants in and beneficiaries of the plan is conduct that satisfies the
requirement of subsection (1)(b)(ii) of this section.
     (3)  The termination of a proceeding by judgment, order, settlement,
conviction, or upon a plea of nolo contendere or its equivalent is not, of
itself, determinative that the director did not meet the standard of conduct
described in this section.
     (4)  A corporation may not indemnify a director under this section:
     (a)  In connection with a proceeding by or in the right of the
corporation in which the director was adjudged liable to the corporation; or

                                       II-2
(b)  In connection with any other proceeding charging improper personal
benefit to the director, whether or not involving action in the director's
official capacity, in which the director was adjudged liable on the basis that
personal benefit was improperly received by the director.
     (5)  Indemnification permitted under this section in connection with a
proceeding by or in the right of the corporation is limited to reasonable
expenses incurred in connection with the proceeding.

     RCW 23B.08.520  Mandatory indemnification. -- Unless limited by its
articles of incorporation, a corporation shall indemnify a director who was
wholly successful, on the merits or otherwise, in the defense of any
proceeding to which the director was a party because of being a director of
the corporation against reasonable expenses incurred by the director in
connection with the proceeding.

     RCW 23B.08.530  Advance for expenses. -- (1) A corporation may pay for or
reimburse the reasonable expenses incurred by a director who is a party to a
proceeding in advance of final disposition of the proceeding if:
     (a)  The director furnishes the corporation a written affirmation of the
director's good faith belief that the director has met the standard of conduct
described in RCW 23B.08.510; and
     (b)  The director furnishes the corporation a written undertaking,
executed personally or on the director's behalf, to repay the advance if it is
ultimately determined that the director did not meet the standard of conduct.
     (2)  The undertaking required by subsection (1)(b) of this section must
be an unlimited general obligation of the director but need not be secured and
may be accepted without reference to financial ability to make repayment.
     (3)  Authorization of payments under this section may be made by
provision in the articles of incorporation or bylaws, by resolution adopted by
the shareholders or board of directors, or by contract.

     RCW 23B.08.540  Court-ordered indemnification. -- Unless a corporation's
articles of incorporation provide otherwise, a director of a corporation who
is a party to a proceeding may apply for indemnification or advance of
expenses to the court conducting the proceeding or to another court of
competent jurisdiction. On receipt of an application, the court after giving
any notice the court considers necessary may order indemnification or advance
of expenses if it determines:
     (1)  The director is entitled to mandatory indemnification under RCW
23B.08.520, in which case the court shall also order the corporation to pay
the director's reasonable expenses incurred to obtain court-ordered
indemnification;
     (2)  The director is fairly and reasonably entitled to indemnification in
view of all the relevant circumstances, whether or not the director met the
standard of conduct set forth in RCW 23B.08.510 or was adjudged liable as
described in RCW 23B.08.510(4), but if the director was adjudged so liable the
director's indemnification is limited to reasonable expenses incurred unless
the articles of incorporation or a bylaw, contract, or resolution approved or
ratified by the shareholders pursuant to RCW 23B.08.560 provides otherwise; or
     (3)  In the case of an advance of expenses, the director is entitled
pursuant to the articles of incorporation, bylaws, or any applicable
resolution or contract, to payment or reimbursement of the director's
reasonable expenses incurred as a party to the proceeding in advance of final
disposition of the proceeding.

     RCW 23B.08.550  Determination and authorization of indemnification. --
(1) A corporation may not indemnify a director under RCW 23B.08.510 unless
authorized in the specific case after a determination has been made that
indemnification of the director is permissible in the circumstances because
the director has met the standard of conduct set forth in RCW 23B.08.510.
     (2)  The determination shall be made:
     (a)  By the board of directors by majority vote of a quorum consisting of
directors not at the time parties to the proceeding;
     (b)  If a quorum cannot be obtained under (a) of this subsection, by
majority vote of a committee duly designated by the board of directors, in
which designation directors who are parties may participate, consisting solely
of two or more directors not at the time parties to the proceeding;
     (c)  By special legal counsel:
     (i)  Selected by the board of directors or its committee in the manner
prescribed in (a) or (b) of this subsection; or
     (ii) If a quorum of the board of directors cannot be obtained under (a)
of this subsection and a committee cannot be designated under (b) of this
subsection, selected by majority vote of the full board of directors, in which
selection directors who are parties may participate; or

                                     II-3
(d)  By the shareholders, but shares owned by or voted under the control
of directors who are at the time parties to the proceeding may not be voted on
the determination.
     (3)  Authorization of indemnification and evaluation as to reasonableness
of expenses shall be made in the same manner as the determination that
indemnification is permissible, except that if the determination is made by
special legal counsel, authorization of indemnification and evaluation as to
reasonableness of expenses shall be made by those entitled under subsection
(2)(c) of this section to select counsel.

     RCW 23B.08.560  Shareholder authorized indemnification and advancement of
expenses. -- (1) If authorized by the articles of incorporation, a bylaw
adopted or ratified by the shareholders, or a resolution adopted or ratified,
before or after the event, by the shareholders, a corporation shall have power
to indemnify or agree to indemnify a director made a party to a proceeding, or
obligate itself to advance or reimburse expenses incurred in a proceeding,
without regard to the limitations in RCW 23B.08.510 through 23B.08.550,
provided that no such indemnity shall indemnify any director from or on
account of:
     (a)  Acts or omissions of the director finally adjudged to be intentional
misconduct or a knowing violation of law;
     (b)  Conduct of the director finally adjudged to be in violation of RCW
23B.08.310; or
     (c)  Any transaction with respect to which it was finally adjudged that
such director personally received a benefit in money, property, or services to
which the director was not legally entitled.
     (2)  Unless the articles of incorporation, or a bylaw or resolution
adopted or ratified by the shareholders, provide otherwise, any determination
as to any indemnity or advance of expenses under subsection (1) of this
section shall be made in accordance with RCW 23B.08.550.

     RCW 23B.08.570  Indemnification of officers, employees, and agents.  --
Unless a corporation's articles of incorporation provide otherwise:
     (1)  An officer of the corporation who is not a director is entitled to
mandatory indemnification under RCW 23B.08.520, and is entitled to apply for
court-ordered indemnification under RCW 23B.08.540, in each case to the same
extent as a director;
     (2)  The corporation may indemnify and advance expenses under RCW
23B.08.510 through 23B.08.560 to an officer, employee, or agent of the
corporation who is not a director to the same extent as to a director; and
     (3)  A corporation may also indemnify and advance expenses to an officer,
employee, or agent who is not a director to the extent, consistent with law,
that may be provided by its articles of incorporation, bylaws, general or
specific action of its board of directors, or contract.

     RCW 23B.08.580  Insurance. -- A corporation may purchase and maintain
insurance on behalf of an individual who is or was a director, officer,
employee, or agent of the corporation, or who, while a director, officer,
employee, or agent of the corporation, is or was serving at the request of the
corporation as a director, officer, partner, trustee, employee, or agent of
another foreign or domestic corporation, partnership, joint venture, trust,
employee benefit plan, or other enterprise, against liability asserted against
or incurred by the individual in that capacity or arising from the
individual's status as a director, officer, employee, or agent, whether or not
the corporation would have power to indemnify the individual against the same
liability under RCW 23B.08.510 or 23B.08.520.

     RCW 23B.08.590  Validity of indemnification or advance for expenses. --
(1) A provision treating a corporation's indemnification of or advance for
expenses to directors that is contained in its articles of incorporation,
bylaws, a resolution of its shareholders or board of directors, or in a
contract or otherwise, is valid only if and to the extent the provision is
consistent with RCW 23B.08.500 through 23B.08.580. If articles of
incorporation limit indemnification or advance for expenses, indemnification
and advance for expenses are valid only to the extent consistent with the
articles of incorporation.
     (2)  RCW 23B.08.500 through 23B.08.580 do not limit a corporation's power
to pay or reimburse expenses incurred by a director in connection with the
director's appearance as a witness in a proceeding at a time when the director
has not been made a named defendant or respondent to the proceeding.

     RCW 23B.08.600  Report to shareholders. -- If a corporation indemnifies
or advances expenses to a director under RCW 23B.08.510, 23B.08.520,
23B.08.530, 23B.08.540, or 23B.08.560 in connection with a proceeding by or

                                     II-4
in the right of the corporation, the corporation shall report the
indemnification or advance in the form of a notice to the shareholders
delivered with or before the notice of the next shareholders' meeting.

Item 7.   Exemption From Registration Claimed
------

          Not Applicable

Item 8.   Exhibits
------

          The following exhibits are filed with or incorporated by reference
          into this Registration Statement on Form S-8:

Exhibit
Number    Description of Document
-------   --------------------------------------------------------------------

  4.1     Articles of Incorporation of the Registrant (1)

  4.2     Bylaws of the Registrant (1)

  4.3     Amendment to the Bylaws of the Registrant (2)

  4.4     Form of Certificate of Common Stock of the Registrant (3)

   5      Opinion of Breyer & Associates PC

 23.1     Consent of Moss Adams LLP

 23.2     Consent of BDO Seidman, LLP

 23.3     Consent of Breyer & Associates PC (contained in its opinion filed as
          Exhibit 5)

  24      Power of attorney (contained in the signature page of the
          Registration Statement)

  99      Oregon Trail Financial Corp. 1998 Stock Option Plan

---------
(1)  Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB/A
     the year ended March 31, 2000, and incorporated herein by reference.
(2)  Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for
     the year ended March 31, 2002, and incorporated herein by reference.
(3)  Filed as an exhibit to the Registrant's Registration Statement on Form
     SB-2 (No. 333-23395), and incorporated herein by reference.

Item 9.  Undertakings
------

         (a)  The undersigned Registrant hereby undertakes:

              1. To file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement: (i) to
include any prospectus required by Section 10(a)(3) of the Securities Act of
1933; (ii) to reflect in the prospectus any facts or events arising after the
effective date of the Registration Statement (or most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in the Registration Statement;
and (iii) to include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change in such information in the Registration Statement; provided,
however, that clauses (i) and (ii) do not apply if the information required to
be included in a post-effective amendment by those clauses is contained in
periodic reports filed by the Registrant pursuant to Section

                                       II-5
13 or Section 15(d) of the Securities Exchange Act of 1934 that are
incorporated by reference in the Registration Statement.

              2. That, for the purposes of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed the initial
bona fide offering thereof.

              3. To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.

     (b)  The undersigned Registrant hereby undertakes that, for the purposes
of determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.

     (c)  Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officer and controlling
persons of the Registrant pursuant to the foregoing provisions, or otherwise,
the Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act of
1933 and is, therefore, unenforceable.  In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.

                                     II-6
SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned thereunto
duly authorized, in the City of Clarkston, State of Washington, on the 4th day
of November, 2003.

                              FIRSTBANK NW CORP.

                              By:  /s/ Clyde E. Conklin
                                   -------------------------------------
                                   Clyde E. Conklin
                                   President and Chief Executive Officer
                                   (Duly Authorized Representative)

                               POWER OF ATTORNEY

     Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.  Each person whose signature appears
below hereby makes, constitutes and appoints Clyde E. Conklin his true and
lawful attorney, with full power to sign for such person and in such person's
name and capacity indicated below, and with full power of substitution any and
all amendments to this Registration Statement, hereby ratifying and confirming
such person's signature as it may be signed by said attorney to any and all
amendments.

Signature                   Title                                 Date

/s/ Clyde E. Conklin        President, Chief Executive        November 4, 2003
--------------------------  Officer and Director (Principal
Clyde E. Conklin            Executive Officer)

/s/ Larry K. Moxley         Executive Vice President, Chief   November 4, 2003
--------------------------  Financial Officer and Director
Larry K. Moxley             (Principal Financial Officer)

/s/ Cynthia M. Moore        Controller (Principal Accounting  November 4, 2003
--------------------------  Officer)
Cynthia M. Moore

/s/ Steve R. Cox            Chairman of the Board             November 4, 2003
--------------------------
Steve R. Cox

/s/ William J. Larson       Director                          November 4, 2003
--------------------------
William J. Larson

/s/ Robert S. Coleman, Sr.  Director                          November 4, 2003
--------------------------
Robert S. Coleman, Sr.

/s/ James N. Marker         Director                          November 4, 2003
--------------------------
James N. Marker

/s/ W. Dean Jurgens         Director                          November 4, 2003
--------------------------
W. Dean Jurgens

/s/ John Gentry             Director                          November 4, 2003
--------------------------
John Gentry

                                      II-7
FIRSTBANK NW CORP.

                                EXHIBIT INDEX

Exhibit
Number      Description of Document
--------    ------------------------------------------------------------------

  4.1       Articles of Incorporation of the Registrant (1)

  4.2       Bylaws of the Registrant (1)

  4.3       Amendment to the Bylaws of the Registrant (2)

  4.4       Form of Certificate of Common Stock of the Registrant (3)

   5        Opinion of Breyer & Associates PC

 23.1       Consent of Moss Adams LLP

 23.2       Consent of BDO Seidman, LLP

 23.3       Consent of Breyer & Associates PC (contained in its opinion filed
            as Exhibit 5)

  24        Power of attorney (contained in the signature page of the
            Registration Statement)

  99        Oregon Trail Financial Corp. 1998 Stock Option Plan

--------------
(1)   Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB/A
      the year ended March 31, 2000, and incorporated herein by reference.

(2)   Filed as an exhibit to the Registrant's Annual Report on Form 10-KSB for
      the year ended March 31, 2002, and incorporated herein by reference.

(3)   Filed as an exhibit to the Registrant's Registration Statement on Form
      SB-2 (No. 333-23395), and incorporated herein by reference.
Exhibit 5

                         Opinion of Breyer & Associates PC
[Letterhead of Breyer & Associates PC]

                                    November 4, 2003

Board of Directors
FirstBank NW Corp.
1300 16th Avenue
Clarkston, Washington 99403

Gentlemen:

     We have acted as special counsel to FirstBank NW Corp., a Washington
corporation (the "Company"), in connection with the preparation of the
Registration Statement on Form S-8 filed with the Securities and Exchange
Commission ("Registration Statement") under the Securities Act of 1933, as
amended, relating to shares of common stock, par value $0.01 per share (the
"Common Stock") pursuant to the grant or exercise of stock options ("Options")
of the Company which may be issued pursuant to the terms of the Oregon Trail
Financial Corp. 1998 Stock Option Plan (the "Plan"), all as more fully
described in the Registration Statement.  The Registration Statement also
registers an indeterminate number of additional shares which may be necessary
to adjust the number of shares registered thereby for issuance as the result
of a stock split, stock dividend or similar adjustment of the number of issued
and outstanding shares of Common Stock.  You have requested the opinion of
this firm with respect to certain legal aspects of the proposed offering.

     We have reviewed the Registration Statement, the Articles of
Incorporation and Bylaws of the Company, the Plan, a specimen stock
certificate evidencing the Common Stock and such other documents and records
as we have deemed necessary for purposes of this opinion.  We are relying upon
the originals, or copies certified or otherwise identified to our
satisfaction, of the corporate records of the Company and such other
instruments, certificates and representations of public officials, officers
and representatives of the Company as we have deemed applicable or relevant as
a basis for the opinions set forth below.  In addition, we have assumed,
without independent verification, the genuineness of all signatures and the
authenticity of all documents furnished to us and the conformance in all
respects of copies to originals. Furthermore, we have made such factual
inquiries and reviewed such laws as we determined to be relevant for the
purposes of this opinion.

     For purposes of this opinion, we have also assumed that (i) the shares of
Common Stock issuable pursuant to the exercise of Options will continue to be
validly authorized on the dates the Common Stock is issued pursuant to the
exercise of the Options, (ii) on the dates the Options are exercised, the
Options will constitute valid, legal and binding obligations of the Company
and will be enforceable as to the Company in accordance with their terms
(subject to applicable bankruptcy, moratorium, insolvency, reorganization and
other laws and legal principles affecting the enforceability of creditors'
rights generally); (iii) no change occurs in applicable law or the pertinent
facts; (iv) the Options are exercised in accordance with the terms of the Plan
and any separate agreement evidencing the grant of such Options pursuant to
the Plan and the exercise price due therefor, if any, is paid in accordance
with the terms thereof; and (v) the provisions of "blue sky" and other
securities laws as may be applicable have been complied with to the extent
required.

     Based on the foregoing, and subject to the assumptions set forth herein,
we are of the opinion as of the date hereof that the shares of Common Stock to
be issued pursuant to the Plan, upon receipt by the Company of the
consideration required thereby, as applicable, will be legally issued, fully
paid and non-assessable shares of Common Stock.
Board of Directors
FirstBank NW Corp.
November 4, 2003
Page 2

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-8.

                                     Sincerely,

                                     /s/ Breyer & Associates PC

                                     BREYER & ASSOCIATES PC
Exhibit 23.1

                            Consent of Moss Adams LLP
CONSENT OF INDEPENDENT AUDITORS

We consent to incorporation by reference in the Registration Statement on Form
S-8 of FirstBank NW Corp., relating to the Oregon Trail Financial Corp. 1998
Stock Option Plan, of our report dated April 18, 2003, relating to the
consolidated statement of financial condition of FirstBank NW Corp. and
subsidiaries as of March 31, 2003, and the related consolidated statements of
income, comprehensive income, changes in stockholders' equity and cash flows
for the year then ended, which report appears as an exhibit to the FirstBank
NW Corp. Annual Report on Form 10-KSB for the year ended March 31, 2003.

/s/ Moss Adams LLP

Spokane, Washington
November 4, 2003
Exhibit 23.2

                         Consent of BDO Seidman, LLP
CONSENT OF INDEPENDENT ACCOUNTANTS

     We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of FirstBank NW Corp. of our report dated April 18, 2002
relating to the consolidated financial statements as of and for the year ended
March 31, 2002, which appears in FirstBank NW Corp.'s Annual Report on Form
10-KSB for the year ended March 31, 2003.

                                /s/ BDO Seidman, LLP
Spokane, Washington

November 3, 2003
Exhibit 99

                           Oregon Trail Financial Corp.
                              1998 Stock Option Plan
OREGON TRAIL FINANCIAL CORP.
                             1998 STOCK OPTION PLAN

     SECTION 1.     PURPOSE

     The Oregon Trail Financial Corp. 1998 Stock Option Plan (the "Plan") is
hereby established to foster and promote the long-term success of Oregon Trail
Financial Corp. and its shareholders by providing directors, officers and
employees of the Corporation and its subsidiaries with an equity interest in
the Corporation. The Plan will assist the Corporation in attracting and
retaining the highest quality of experienced persons as directors, officers
and employees and in aligning the interests of such persons more closely with
the interests of the Corporation's shareholders by encouraging such parties to
maintain an equity interest in the Corporation.

     SECTION 2.     DEFINITIONS

     For purposes of this Plan, the capitalized terms set forth below shall
have the following meanings:

     BOARD means the Board of Directors of the Corporation.

     CHANGE IN CONTROL shall mean an event deemed to occur if and when (a) an
offeror other than the Corporation purchases shares of the stock of the
Corporation pursuant to a tender or exchange offer for such shares, (b) any
person (as such term is used in Sections 13(d) and 14(d)(2) of the Exchange
Act) is or becomes the beneficial owner, directly or indirectly, of securities
of the Corporation representing twenty-five percent (25%) or more of the
combined voting power of the Corporation's then outstanding securities, (c)
the membership of the board of directors of the Corporation changes as the
result of a contested election, such that individuals who were directors at
the beginning of any twenty-four (24) month period (whether commencing before
or after the date of adoption of this Plan) do not constitute a majority of
the Board at the end of such period, or (d) shareholders of the Corporation
approve a merger, consolidation, sale or disposition of all or substantially
all of the Corporation's assets, or a plan of partial or complete liquidation.
If any of the events enumerated in clauses (a) - (d) occur, the Board shall
determine the effective date of the change in control resulting therefrom, for
purposes of the Plan.

     CODE means the Internal Revenue Code of 1986, as amended from time to
time, and the regulations promulgated thereunder.

     CORPORATION means Oregon Trail Financial Corp., an Oregon corporation.

     DIRECTOR shall mean a director of the Corporation who is not also an
employee of the Corporation or its subsidiaries.

     DISABILITY means any physical or mental injury or disease of a permanent
nature which renders a Participant incapable of meeting the requirements of
the employment or service performed by such Participant immediately prior to
the commencement of such disability.  The determination of whether a
Participant is disabled shall be made by the Board in its sole and absolute
discretion.

     EXCHANGE ACT means the Securities Exchange Act of 1934, as amended from
time to time, and the rules and regulations promulgated thereunder.

     FAIR MARKET VALUE shall be determined as follows:

     (a)  If the Stock is traded or quoted on the Nasdaq Stock Market or other
national securities exchange on any date, then the Fair Market Value shall be
the average of the highest and lowest selling price on such exchange on such
date or, if there were no sales on such date, then on the next prior business
day on which there was a sale.

     (b)  If the Stock is not traded or quoted on the Nasdaq Stock Market or
other national securities exchange, then the Fair Market Value shall be a
value determined by the Board in good faith on such basis as it deems
appropriate.
INCENTIVE STOCK OPTION means an option to purchase shares of Stock
granted to a Participant under the Plan which is intended to meet the
requirements of Section 422 of the Code.

     NON-QUALIFIED STOCK OPTION means an option to purchase shares of Stock
granted to a Participant under the Plan which is not intended to be an
Incentive Stock Option.

     OPTION means an Incentive Stock Option or a Non-Qualified Stock Option.

     PARTICIPANT means a Director or employee of the Corporation or its
subsidiaries selected by the Board to receive an Option under the Plan.

     PLAN means this Oregon Trail Financial Corp. 1998 Stock Option Plan.

     STOCK means the common stock, $0.01 par value, of the Corporation.

     TERMINATION FOR CAUSE shall mean termination because of a Participant's
personal dishonesty, incompetence, willful misconduct, breach of fiduciary
duty involving personal profit, intentional failure to perform stated duties,
willful violation of any law, rule or regulation (other than traffic
violations or similar offenses) or material breach of any provision of any
employment agreement between the Corporation and/or any subsidiary of the
Corporation and a Participant.

     SECTION 3.     ADMINISTRATION

     (a)  The Plan shall be administered by the Board. Among other things, the
Board shall have authority, subject to the terms of the Plan, to grant
Options, to determine the individuals to whom and the time or times at which
Options may be granted, to determine whether such Options are to be Incentive
Stock Options or Non-Qualified Stock Options (subject to the requirements of
the Code), to determine the terms and conditions of any Option granted
hereunder, and the exercise price thereof.

     (b)  Subject to the other provisions of the Plan, the Board shall have
authority to adopt, amend, alter and repeal such administrative rules,
guidelines and practices governing the operation of the Plan as it shall from
time to time consider advisable, to interpret the provisions of the Plan and
any Option and to decide all disputes arising in connection with the Plan. The
Board may correct any defect or supply any omission or reconcile any
inconsistency in the Plan or in any option agreement in the manner and to the
extent it shall deem appropriate to carry the Plan into effect, in its sole
and absolute discretion. The Board's decision and interpretations shall be
final and binding. Any action of the Board with respect to the administration
of the Plan shall be taken pursuant to a majority vote or by the unanimous
written consent of its members.

     SECTION 4.     ELIGIBILITY AND PARTICIPATION.

     Officers and employees of the Corporation and its subsidiaries and
Directors shall be eligible to participate in the Plan. The Participants under
the Plan shall be selected from time to time by the Board, in its sole
discretion, from among those eligible, and the Board shall determine, in its
sole discretion, the numbers of shares to be covered by the Option or Options
granted to each Participant. Options intended to qualify as Incentive Stock
Options shall be granted only to persons who are eligible to receive such
options under Section 422 of the Code.

     SECTION 5.     SHARES OF STOCK AVAILABLE FOR OPTIONS

     (a)  The maximum number of shares of Stock which may be issued and
purchased pursuant to Options granted under the Plan is 469,488, subject to
the adjustments as provided in Section 5 and Section 9, to the extent
applicable. If an Option granted under this Plan expires or terminates before
exercise or is forfeited for any reason, the shares of Stock subject to such
Option, to the extent of such expiration, termination or forfeiture, shall
again be available for subsequent Option grants under Plan. Shares of Stock
issued under the Plan may consist in whole or in part of authorized but
unissued shares or treasury shares.

                                      2
(b)  In the event that the Board determines, in its sole discretion, that
any stock dividend, stock split, reverse stock split or combination,
extraordinary cash dividend, creation of a class of equity securities,
recapitalization, reclassification, reorganization, merger, consolidation,
split-up, spin-off, combination, exchange of shares, or other similar
transaction affects the Stock such that an adjustment is required in order to
preserve the benefits or potential benefits intended to be granted or made
available under the Plan to Participants, the Board shall have the right to
proportionately and appropriately adjust equitably any or all of (i) the
maximum number and kind of shares of Stock in respect of which Options may be
granted under the Plan to Participants, (ii) the number and kind of shares of
Stock subject to outstanding Options held by Participants, and (iii) the
exercise price with respect to any Options held by Participants, without
changing the aggregate purchase price as to which such Options remain
exercisable, provided that no adjustment shall be made pursuant to this
Section if such adjustment would cause the Plan to fail to comply with Section
422 of the Code with regard to any Incentive Stock Options granted hereunder.
No fractional Shares shall be issued on account of any such adjustment.

     (c)  Any adjustments under this Section will be made by the Board, whose
determination as to what adjustments, if any, will be made and the extent
thereof will be final, binding and conclusive.

     SECTION 6.     NON-QUALIFIED STOCK OPTIONS

     The Board may, from time to time, grant Non-Qualified Stock Options to
Participants upon such terms and conditions as the Board may determine.
Non-Qualified Stock Options granted under this Plan are subject to the
following terms and conditions:

     (a)  Price. The purchase price per share of Stock deliverable upon the
exercise of each Non-Qualified Stock Option shall be determined by the Board
on the date the option is granted. Such purchase price shall not be less than
one hundred percent (100%) of the Fair Market Value of the Stock on the date
of grant. Shares may be purchased only upon full payment of the purchase
price. Payment of the purchase price may be made, in whole or in part, through
the surrender of shares of the Stock at the Fair Market Value of such shares
on the date of surrender or through a "cashless exercise" involving a stock
brokerage firm.

     (b)  Terms of Options. The term during which each Non-Qualified Stock
Option may be exercised shall be determined by the Board, but in no event
shall a Non-Qualified Stock Option be exercisable in whole or in part more
than ten (10) years from the date of grant. Except as provided herein, no
Non-Qualified Stock Option granted under this Plan is transferable except by
will or the laws of descent and distribution.  The Board shall have
discretionary authority to permit the transfer of any Non-Qualified Stock
Option to members of a Participant's immediate family, including trusts for
the benefit of such family members and partnerships in which such family
members are the only partners; provided, however, that a transferred
Non-Qualified Stock Option may be exercised by the transferee on any date only
to the extent that the Participant would have been entitled to exercise the
Non-Qualified Stock Option on such date had the Non-Qualified Stock Option not
been transferred.  Any transferred Non-Qualified Stock Option shall remain
subject to the terms and conditions of the Participant's stock option
agreement.

     (c)  Termination of Service.  Unless otherwise determined by the Board,
upon the termination of a Participant's employment (or, in the case of a
Director, service as a member of the Board) for any reason other than
Disability, death or Termination for Cause, the Participant's Non-Qualified
Stock Options shall be exercisable only as to those shares which were
immediately exercisable by the Participant at the date of termination and only
for a period of one (1) year following termination. Notwithstanding any
provision set forth herein nor contained in any Agreement relating to the
award of an Option, in the event of Termination for Cause, all rights under
the Participant's Non-Qualified Stock Options shall expire upon termination.
In the event of death or termination as a result of Disability of any
Participant, all Non-Qualified Stock Options held by the Participant, whether
or not exercisable at such time, shall be exercisable by the Participant or
his legal representatives or beneficiaries of the Participant for two (2)
years or such longer period as determined by the Board following the date of
the Participant's death or termination of service due to Disability, provided
that in no event shall the period extend beyond the expiration of the
Non-Qualified Stock Option term.

                                      3
SECTION 7.     INCENTIVE STOCK OPTIONS

     The Board may, from time to time, grant Incentive Stock Options to
eligible employees. Incentive Stock Options granted pursuant to the Plan shall
be subject to the following terms and conditions:

     (a)  Price.  The purchase price per share of Stock deliverable upon the
exercise of each Incentive Stock Option shall be not less than one hundred
percent (100%) of the Fair Market Value of the Stock on the date of grant.
However, if a Participant owns (or, under Section 422(d) of the Code, is
deemed to own) stock possessing more than ten percent (10%) of the total
combined voting power of all classes of Stock, the purchase price per share of
Stock deliverable upon the exercise of each Incentive Stock Option shall not
be less than one hundred ten percent (110%) of the Fair Market Value of the
Stock on the date of grant. Shares may be purchased only upon payment of the
full purchase price. Payment of the purchase price may be made, in whole or in
part, through the surrender of shares of the Stock at the Fair Market Value of
such shares on the date of surrender or through a "cashless exercise"
involving a stock brokerage firm.

     (b)  Amounts of Options.  Subject to Sections 4(b) and (c), Incentive
Stock Options may be granted to any eligible employee in such amounts as
determined by the Board. In the case of an option intended to qualify as an
Incentive Stock Option, the aggregate Fair Market Value (determined as of the
time the option is granted) of the Stock with respect to which Incentive Stock
Options granted are exercisable for the first time by the Participant during
any calendar year shall not exceed $100,000. The provisions of this Section
7(b) shall be construed and applied in accordance with Section 422(d) of the
Code and the regulations, if any, promulgated thereunder. To the extent an
award is in excess of such limit, it shall be deemed a Non-Qualified Stock
Option. The Board shall have discretion to redesignate options granted as
Incentive Stock Options as Non-Qualified Stock Options.

     (c)  Terms of Options.  The term during which each Incentive Stock Option
may be exercised shall be determined by the Board, but in no event shall an
Incentive Stock Option be exercisable in whole or in part more than ten (10)
years from the date of grant. If at the time an Incentive Stock Option is
granted to an employee, the employee owns Stock representing more than ten
percent (10%) of the total combined voting power of the Corporation (or, under
Section 422(d) of the Code, is deemed to own Stock representing more than ten
percent (10%) of the total combined voting power of all such classes of Stock,
by reason of the ownership of such classes of Stock, directly or indirectly,
by or for any brother, sister, spouse, ancestor or lineal descendent of such
employee, or by or for any corporation, partnership, estate or trust of which
such employee is a shareholder, partner or beneficiary), the Incentive Stock
Option granted to such employee shall not be exercisable after the expiration
of five (5) years from the date of grant. No Incentive Stock Option granted
under this Plan is transferable except by will or the laws of descent and
distribution.

     (d)  Termination of Employment.  Upon the termination of a Participant's
service for any reason other than Disability, death or Termination for Cause,
the Participant's Incentive Stock Options which are then exercisable at the
date of termination may only be exercised by the Participant for a period of
three (3) months following termination, after which time they shall be void.
Notwithstanding any provisions set forth herein nor contained in any Agreement
relating to an award of an Option, in the event of Termination for Cause, all
rights under the Participant's Incentive Stock Options shall expire
immediately upon termination.

     Unless otherwise determined by the Board, in the event of death or
termination of service as a result of Disability of any Participant, all
Incentive Stock Options held by such Participant, whether or not exercisable
at such time, shall be exercisable by the Participant or the Participant's
legal representatives or the beneficiaries of the Participant for one (1) year
following the date of the Participant's death or termination of employment as
a result of Disability. In no event shall the exercise period extend beyond
the expiration of the Incentive Stock Option term.

     (f)  Compliance with Code.  The options granted under this Section 7 of
the Plan are intended to qualify as incentive stock options within the meaning
of Section 422 of the Code, but the Corporation makes no warranty as to the
qualification of any option as an incentive stock option within the meaning of
Section 422 of the Code. A Participant shall notify the Board in writing in
the event that he disposes of Stock acquired upon exercise of an Incentive
Stock Option within the two-year period following the date the Incentive Stock
Option was granted or within the one-year period following the date he
received Stock upon the exercise of an Incentive Stock Option and shall comply
with any

                                       4
other requirements imposed by the Corporation in order to enable the
Corporation to secure the related income tax deduction to which it will be
entitled in such event under the Code.

     SECTION 8.     EXTENSION

     The Board may, in its sole discretion, extend the dates during which all
or any particular Option or Options granted under the Plan may be exercised;
provided, however, that no such extension shall be permitted without the
Participant's consent if it would cause Incentive Stock Options issued under
the Plan to fail to comply with Section 422 of the Code.

     SECTION 9.     GENERAL PROVISIONS APPLICABLE TO OPTIONS

     (a)  Each Option under the Plan shall be evidenced by a writing delivered
to the Participant specifying the terms and conditions thereof and containing
such other terms and conditions not inconsistent with the provisions of the
Plan as the Board considers necessary or advisable to achieve the purposes of
the Plan or comply with applicable tax and regulatory laws and accounting
principles.

     (b)  Each Option may be granted alone, in addition to or in relation to
any other Option. The terms of each Option need not be identical, and the
Board need not treat Participants uniformly. Except as otherwise provided by
the Plan or a particular Option, any determination with respect to an Option
may be made by the Board at the time of grant or at any time thereafter.

     (c)  Notwithstanding anything in this Plan to the contrary, in the event
of a Change in Control, all then outstanding Options shall become one hundred
percent vested and exercisable as of the effective date of the Change in
Control.  If, in connection with or as a consequence of a Change in Control,
the Corporation is merged into or consolidated with another corporation, if
the Corporation becomes a subsidiary of another corporation or if the
Corporation sells or otherwise disposes of substantially all of its assets to
another corporation, then unless provisions are made in connection with such
transactions for the continuance of the Plan and/or the assumption or
substitution of then outstanding Options with new options covering the stock
of the successor corporation, or parent or subsidiary thereof, with
appropriate adjustments as to the number and kind of shares and prices, such
Options shall be canceled as of the effective date of the merger,
consolidation, or sale and the Participant shall be paid in cash an amount
equal to the difference between the Fair Market Value of the Stock subject to
the Options on the effective date of such corporate event and the exercise
price of the Options.  Notwithstanding anything in this Section 9(c) or any
Option agreement to the contrary, in the event that the consummation of a
Change in Control is contingent on using pooling of interests accounting
methodology, the Board may, in its discretion, take any action necessary to
preserve the use of pooling of interests accounting.

     (d)  The Corporation shall be entitled to withhold (or secure payment
from the Participant in lieu of withholding) the amount of any withholding or
other tax required by law to be withheld or paid by the Corporation with
respect to any Options exercised under this Plan, and the Corporation may
defer issuance of Stock hereunder until and unless indemnified to its
satisfaction against any liability for any such tax.  The amount of such
withholding or tax payment shall be determined by the Board or its delegate
and shall be payable by the Participant at such time as the Board determines.
To the extent authorized by the Board, such withholding obligation may also be
satisfied by the payment of cash by the Participant to the Corporation, the
tendering of previously acquired shares of Stock of the Participant or the
withholding, at the appropriate time, of shares of Stock otherwise issuable to
the Participant, in a number sufficient, based upon the Fair Market Value of
such Stock, to satisfy such tax withholding requirements.  The Board shall be
authorized, in its sole discretion, to establish such rules and procedures
relating to any such withholding methods as it deems necessary or appropriate,
including, without limitation, rules and procedures relating to elections by
Participants who are subject to the provisions of Section 16 of the Exchange
Act.

     (e)  Subject to the terms of the Plan, the Board may at any time, and
from time to time, amend, modify or terminate the Plan or any outstanding
Option held by a Participant, including substituting therefor another Option
of the same or a different type or changing the date of exercise or
realization, provided that the Participant's consent to each

                                       5
action shall be required unless the Board determines that the action, taking
into account any related action, would not materially and adversely affect the
Participant.

     SECTION 10.  MISCELLANEOUS

     (a)  No person shall have any claim or right to be granted an Option, and
the grant of an Option shall not be construed as giving a Participant the
right to continued employment or service on the Board. The Corporation
expressly reserves the right at any time to dismiss a Participant free from
any liability or claim under the Plan, except as expressly provided in the
Plan or the applicable Option.

     (b)  Nothing contained in the Plan shall prevent the Corporation from
adopting other or additional compensation arrangements.

     (c)  Subject to the provisions of the applicable Option, no Participant
shall have any rights as a shareholder (including, without limitation, any
rights to receive dividends, or non cash distributions with respect to such
shares) with respect to any shares of Stock to be distributed under the Plan
until he or she becomes the holder thereof.

     (d)  Notwithstanding anything to the contrary expressed in this Plan, any
provisions hereof that vary from or conflict with any applicable Federal or
State securities laws (including any regulations promulgated thereunder) shall
be deemed to be modified to conform to and comply with such laws.

     (e)  No member of the Board shall be liable for any action or
determination taken or granted in good faith with respect to this Plan nor
shall any member of the Board be liable for any agreement issued pursuant to
this Plan or any grants under it. Each member of the Board shall be
indemnified by the Corporation against any losses incurred in such
administration of the Plan, unless his action constitutes serious and willful
misconduct.

     (f)  The Plan shall be effective on October 4, 1998 but only if, prior to
such date, the Plan is approved by the Corporation's shareholders.  The Plan
will be so approved if at an annual or special meeting of shareholders held
prior to such date a quorum is present and the votes of the holders of a
majority of the securities of the Corporation present or represented by proxy
and entitled to vote on such matter shall be cast in favor of its approval.

     (g)  The Board may amend, suspend or terminate the Plan or any portion
thereof at any time, provided that no amendment shall be made without
shareholder approval if such approval is necessary to comply with any
applicable tax laws or regulatory requirement.

     (h)  Options may not be granted under the Plan after the tenth
anniversary of the effective date of the Plan, but then outstanding Options
may extend beyond such date.

     (i)  To the extent that State laws shall not have been preempted by any
laws of the United States, the Plan shall be construed, regulated, interpreted
and administered according to the other laws of the State of Oregon.

                                      6