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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 July 26, 2000 (the
"Reorganization Agreement"), by and FCNB Corp, a Maryland corporation
("FCNB"), and BB&T Corporation, a North Carolina corporation ("BB&T")
Ladies and Gentlemen:
We have acted as counsel to BB&T in connection with the registration of
_____________ 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, FCNB will merge into BB&T pursuant to North Carolina and
Maryland law, and each outstanding share of FCNB 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. FCNB 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 FCNB and officers
of BB&T make certain representations on behalf of FCNB 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)
FCNB'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 FCNB 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 FCNB
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
section 368(a) of the Code.
(2) Each of BB&T and FCNB will be a party to that reorganization within
the meaning of section 368(b) of the Code.
(3) No gain or loss will be recognized by the shareholders of FCNB 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 FCNB Common Stock.
(4) A shareholder of FCNB 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 section 302 of the Code.
(5) The tax basis in the BB&T Common Stock received by a FCNB shareholder
(including any fractional share interest deemed received) will be the
same as the tax basis in the FCNB Common Stock surrendered in exchange
therefor.
(6) The holding period for BB&T Common Stock received (including any
fractional share interest deemed received) in exchange for shares of
FCNB Common Stock will include the period during which the shareholder
held the shares of FCNB Common Stock surrendered in the exchange,
provided that the FCNB 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 FCNB Common Stock do not apply to any
stock rights, warrants or options to acquire FCNB Common Stock. The opinions
stated as to FCNB shareholders are general in nature and do not necessarily
apply to any particular FCNB 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 FCNB 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
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Registration Statement under the foregoing headings and to the filing of a copy
of this opinion as Exhibit 8 to 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:
