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Exhibit 8
[MAYS & VALENTINE, L.L.P. LETTERHEAD]
September __, 2000
Board of Directors
FNB Corporation
105 Arbor Drive
Christiansburg, Virginia 24068
Board of Directors
SWVA Bancshares, Inc.
302 Second Street, S.W.
Roanoke, Virginia 24011-1597
Ladies and Gentlemen:
You have requested our opinion as to certain federal income tax
consequences of the proposed merger ("Merger") of SWVA Bancshares, Inc. ("SWVA")
with FNB Corporation ("FNB") pursuant to the Agreement and Plan of Merger, dated
August 7, 2000, between these parties. Our opinion is given pursuant to Section
7.1(d) of the Agreement and Plan of Merger.
FACTS:
OPINION:
Based on the foregoing and subject to the limitations and
qualifications set forth herein, we give our opinion as follows:
1.
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In rendering our opinion, we have considered the applicable provisions
of the Code, Treasury Regulations promulgated thereunder, pertinent judicial
authorities, interpretive rulings of the Internal Revenue Service, and other
authorities as we have considered relevant. Our opinion is limited to the
federal tax law of the United States of America and is expressed as of the date
hereof. We do not assume any obligation to update or supplement our opinion to
reflect any fact or circumstance which hereafter comes to our attention or any
change in law which hereafter occurs. Our opinions are limited to the matters
expressly stated; no opinion is implied or may be inferred beyond such matters.
Our opinion expressed herein is made in connection with the Merger and
is solely for the benefit of SWVA, FNB and its shareholders. We hereby consent
to the filing of this opinion as an exhibit to the Registration Statement, which
has been filed by FNB with the Securities and Exchange Commission, and to the
reference to our firm under the caption "Material Federal Income Tax
Consequences of the Merger" in the Prospectus and Proxy Statement forming a part
of the Registration Statement. This opinion may not, without our prior written
consent, be otherwise distributed or relied upon by any other person, filed with
any other government agency or quoted in any other document.
Very truly yours,
MAYS & VALENTINE, L.L.P.
