Pinnacle Bankshares (PPBN) S-4 Registration of securities issued in business combination transactions

Exhibit 8.1

Troutman Pepper Hamilton Sanders LLP 875 Third Avenue New York, New York 10022   troutman.com    

                    July 2, 2020

Pinnacle Bankshares Corporation

622 Broad Street, PO Box 29

Altavista, Virginia 24517

FormS-4 Registration Statement

Ladies and Gentlemen:

We have acted as special counsel to Pinnacle Bankshares Corporation, a Virginia corporation (“PPBN”) in connection with the proposed merger (the “Merger”) of Virginia Bank Bankshares, Inc., a Virginia corporation (“VABB”) with and into PPBN, with PPBN surviving, in accordance with the applicable provisions of the Virginia Stock Corporation Act and pursuant to the Agreement and Plan of Reorganization between PPBN and VABB, dated as of January 21, 2020, as amended on June 9, 2020 (the “Agreement”). Capitalized terms used but not defined herein shall have the meanings ascribed to them in the Agreement. At your request, and in connection with the filing of a Registration Statement on FormS-4, including the proxy statement/prospectus forming a part thereof (the “S-4”), we are rendering our opinion concerning certain United States federal income tax matters.

In rendering our opinion set forth below, we have examined and relied upon, without independent investigation or verification, the accuracy and completeness of the facts, information, representations, covenants and agreements contained in the Agreement, the FormS-4 and such other documents as we have deemed necessary or appropriate as a basis for the opinion set forth below. In addition, we have relied upon the accuracy and completeness of certain statements, representations, covenants and agreements made by PPBN and VABB, including factual statements and representations set forth in officers’ certificates dated the date hereof from officers of PPBN and VABB (the “Representation Letters”). For purposes of rendering our opinion, we have assumed that (i) the Merger will be consummated in accordance with the provisions of the Agreement and as described in the FormS-4 (and no transaction or condition described therein and affecting this opinion will be waived by any party to the Agreement), (ii) the statements concerning the Merger contemplated by the Agreement and the parties referred to in the Agreement, the FormS-4 and the Representation Letters are true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter (where relevant), (iii) any statements made in the Agreement, the FormS-4 or the Representation Letters regarding the “belief” of any person are true, complete and correct, and will remain true, complete and correct at all times up to and including the Effective Time and thereafter (where relevant) in each case as if made without

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such qualification, and (iv) the parties to the Agreement have complied with, and, if applicable, will continue to comply with, their respective covenants and agreements contained in the Agreement. Our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants and agreements set forth in the documents referred to in this paragraph.

Our opinion is based on the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations issued thereunder, Internal Revenue Service pronouncements and judicial decisions, all as in effect on the date hereof. These authorities are subject to change and any such change may be applied retroactively, and we can provide no assurance as to the effect that any change may have on the opinion that we have expressed below.

Based upon and subject to the foregoing, we hereby confirm that subject to the limitations, qualifications, exceptions and assumptions set forth therein, the discussion in the section of the FormS-4 entitled “Material U.S. Federal Income Tax Consequences”, constitutes our opinion under current law of the material United States federal income tax consequences of the Merger in all material respects.

We hereby consent to the filing of this opinion with the Securities and Exchange Commission as an exhibit to the FormS-4 and to the references therein to us. In giving such consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended.

Very truly yours,

/s/ Troutman Pepper Hamilton Sanders LLP