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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 August 22, 2000 (the "Reorganization
Agreement"), by and BankFirst Corporation, a Tennessee corporation
("BankFirst"), 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, BankFirst will merge into BB&T pursuant to North Carolina
and Tennessee law, and each outstanding share of BankFirst Common Stock and each
share of BankFirst Preferred Stock (the only classes 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. Holders of BankFirst Preferred Stock are 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 BankFirst and
officers of BB&T make certain representations on behalf of BankFirst 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)
BankFirst '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 BankFirst Common
Stock and the BankFirst Preferred 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 BankFirst Common Stock or BankFirst Preferred
Stock, and such rights will have no ascertainable fair market value at the
Effective Time.
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:
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(1) The Merger will constitute a "reorganization" within the meaning of
section 368(a) of the Code.
(2) Each of BB&T and BankFirst 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 BankFirst
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 BankFirst Common Stock or BankFirst Preferred Stock.
(4) A shareholder of BankFirst 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) A holder of BankFirst Preferred Stock who receives a cash payment
pursuant to the exercise of dissenters' rights should recognize gain
or loss in an amount equal to the difference between the amount
received and his or her basis in the BankFirst Preferred Stock
surrendered.
(6) The tax basis in the BB&T Common Stock received by a BankFirst
shareholder (including any fractional share interest deemed received)
will be the same as the tax basis in the BankFirst Common Stock or
BankFirst Preferred 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
BankFirst Common Stock or BankFirst Preferred Stock will include the
period during which the shareholder held the shares of BankFirst
Common Stock or BankFirst Preferred Stock surrendered in the exchange,
provided that the BankFirst Common Stock or BankFirst Preferred 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 BankFirst Common Stock or BankFirst
Preferred Stock do not apply to any stock rights, warrants or options to acquire
BankFirst Common Stock or BankFirst Preferred Stock. The opinions stated as to
BankFirst shareholders are general in nature and do not necessarily apply to any
particular BankFirst 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 BankFirst Common Stock or
BankFirst Preferred 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 the
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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:
