Exhibit 8.1
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Troutman Pepper Hamilton Sanders LLP 875 Third Avenue New York, New York 10022 troutman.com | |  |
October 9, 2020
Blue Ridge Bankshares, Inc.
1807 Seminole Trail
Charlottesville, VA 22835
Form S-4 Registration Statement
Ladies and Gentlemen:
We have acted as counsel to Blue Ridge Bankshares, Inc., a Virginia corporation (the “Company”), in connection with the proposed merger (the “Merger”) of Bay Banks of Virginia, Inc., a Virginia corporation (“Bay Banks”), with and into the Company, with the Company surviving, pursuant to the terms and conditions of the Agreement and Plan of Reorganization, dated as of August 12, 2020 (the “Agreement”), by and between the Company and Bay Banks. 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 the Form S-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 S-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 the Company and Bay Banks, including factual statements and representations set forth in the letters dated the date hereof from officers of the Company and Bay Banks (the “Representation Letters”). For purposes of rendering our opinion, we have assumed that (i) the transaction will be consummated in accordance with the provisions of the Agreement and as described in the S-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 transactions contemplated by the Agreement and the parties referred to in the Agreement, the S-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 S-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 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.
