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Exhibit 8
[Letterhead of Womble Carlyle Sandridge & Rice, PLLC]
________________, 2000
BB&T Corporation
200 West Second Street
Winston-Salem, North Carolina 27101
Re: Registration Statement on Form S-4 (the "Registration Statement")
with respect to shares to be issued pursuant to the Agreement and
Plan of Reorganization, dated as of September 5, 2000 (the
"Reorganization Agreement"), between FirstSpartan Financial
Corp., a Delaware corporation ("FirstSpartan"), and BB&T
Corporation, a North Carolina corporation ("BB&T")
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Ladies and Gentlemen:
We have acted as counsel to BB&T in connection with the registration of
4,141,352 shares of its Common Stock, par value $5.00 per share (the "BB&T
Common Stock"), issuable pursuant to the Reorganization Agreement, as set forth
in the Registration Statement that is being filed on the date hereof by BB&T
with the Securities and Exchange Commission (the "Commission") pursuant to the
Securities Act of 1933, as amended (the "Securities Act"). This opinion is
provided pursuant to the requirements of Item 21(a) of Form S-4 and Item
601(b)(8) of Regulation S-K. All capitalized terms not otherwise defined herein
shall have the meanings given to them in the Reorganization Agreement.
In the Merger, FirstSpartan will merge into BB&T pursuant to North
Carolina and Delaware law, and each outstanding share of FirstSpartan Common
Stock (the only class outstanding) is to be converted into a number of shares of
BB&T Common Stock determined under a formula in the Reorganization Agreement.
Also, cash will be paid in lieu of the issuance of fractional shares.
FirstSpartan shareholders are not entitled by state law to dissent from the
Merger.
In giving this opinion we have reviewed, and with your permission we
have relied upon, the representations and warranties contained in and the facts
described in the Reorganization Agreement, the Registration Statement, and
certificates dated ______________ ___, 2000 in which officers of FirstSpartan
and officers of BB&T make certain representations on behalf of FirstSpartan and
BB&T, respectively, regarding the Merger (the "Tax Certificates"). We also have
reviewed such other documents as we have considered necessary and appropriate
for the purposes of this opinion.
In giving this opinion, we have with your permission assumed that the
statements in the Tax Certificates are true, correct and complete as of the date
of this opinion, and any representation or statement made "to the best of
knowledge" or similarly qualified is correct without such qualification. As to
all matters in which a person or entity has represented that such person or
entity either is not a party to, or does not have, or is not aware of, any plan
or intention, understanding or agreement, we have assumed that there is in fact
no such plan, intention, understanding or agreement. We also assume that (a) the
Merger will be consummated in accordance with the Reorganization Agreement, (b)
FirstSpartan's only outstanding stock (as that term is used in Section 368 of
the Internal Revenue Code of 1986, as amended (the "Code")) is the FirstSpartan
Common Stock, and (c) the rights attached to the shares of BB&T Common Stock
issued in the Merger will not be exchanged by BB&T for any part of the value of
the FirstSpartan Common Stock, and such rights will have no ascertainable fair
market value at the Effective Time.
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Based on the foregoing, and subject to the limitations herein, we are
of the opinion that under existing law, upon consummation of the Merger in
accordance with the Reorganization Agreement, for federal income tax purposes:
(1) The Merger will constitute a "reorganization" within the meaning
of Code Section 368(a).
(2) Each of BB&T and FirstSpartan will be a party to that
reorganization within the meaning of Code Section 368(b).
(3) No gain or loss will be recognized by the shareholders of
FirstSpartan upon the receipt of BB&T Common Stock (including any
fractional share interest to which they may be entitled) solely
in exchange for their shares of FirstSpartan Common Stock.
(4) A shareholder of FirstSpartan who receives cash in lieu of a
fractional share of BB&T Common Stock will recognize gain or loss
as if the fractional share has been received and then redeemed
for cash equal to the amount paid by BB&T in respect of such
fractional share, subject to the provisions and limitations of
Code Section 302.
(5) The tax basis in the BB&T Common Stock received by a FirstSpartan
shareholder (including any fractional share interest deemed
received) will be the same as the tax basis in the FirstSpartan
Common Stock surrendered in exchange therefor.
(7) The holding period for BB&T Common Stock received (including any
fractional share interest deemed received) in exchange for shares
of FirstSpartan Common Stock will include the period during which
the shareholder held the shares of FirstSpartan Common Stock
surrendered in the exchange, provided that the FirstSpartan
Common Stock was held as a capital asset at the Effective Time.
We express no opinion as to the laws of any jurisdiction other than
the United States of America. Further, our opinion is limited to the specific
conclusions set forth above, and no other opinions are expressed or implied. The
opinions stated with respect to shares of FirstSpartan Common Stock do not apply
to any stock rights, warrants or options to acquire FirstSpartan Common Stock.
The opinions stated as to FirstSpartan shareholders are general in nature and do
not necessarily apply to any particular FirstSpartan shareholder, and, for
example, may not apply to shareholders who are corporations, trusts, dealers in
securities, financial institutions, insurance companies or tax-exempt
organizations; or to persons who are not United States citizens or resident
aliens or domestic entities (partnerships or trusts), are subject to the
alternative minimum tax (to the extent that tax affects the tax consequences),
or are subject to the "golden parachute" provisions of the Code (to the extent
that tax affects the tax consequences); or to shareholders who acquired
FirstSpartan Common Stock pursuant to employee stock options or otherwise as
compensation, who do not hold their shares as capital assets, or who hold their
shares as part of a "straddle" or "conversion transaction."
This opinion represents our best legal judgment, but it has no binding
effect or official status of any kind. Changes to the Code or in regulations or
rulings thereunder, or changes by the courts in the interpretation of the
authorities relied upon, may be applied retroactively and may affect the
opinions expressed herein. This opinion is rendered based upon applicable laws,
rules and regulations as in effect on the date hereof, and we assume no duty or
responsibility to inform you of any changes hereafter in our opinion due to any
change hereafter in such laws, rules or regulations. Any material defect in any
assumption or representation on which we have relied would adversely affect our
opinion.
We furnish this opinion to you solely to support the discussion set
forth under the headings "SUMMARY-No Federal Income Tax on Shares Received in
Merger," "THE MERGER -- The Merger Agreement -- Conditions to the Merger," and
"THE MERGER -- Material Federal Income Tax Consequences of the Merger" in the
Registration Statement, and we do not consent to its use for any other purpose.
We hereby consent to be named in the Registration Statement under the foregoing
headings and to the filing of a copy of this opinion as Exhibit 8 to
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the Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act or the rules and regulations of the Commission thereunder.
Very truly yours,
WOMBLE CARLYLE SANDRIDGE & RICE
A Professional Limited Liability Company
By:
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Howard N. Solodky
