Exhibit 8

             [Letterhead of Womble Carlyle Sandridge & Rice, PLLC]

April 30, 2001


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 January 23, 2001 (the "Reorganization
      Agreement"), between Virginia Capital Bancshares, Inc., a Virginia
      corporation ("Virginia Capital"), 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
6,320,378 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, Virginia Capital will merge into BB&T pursuant to North Carolina
and Virginia law, and each outstanding share of Virginia Capital 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.  Virginia
Capital 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
April 27, 2001 in which an officer of Virginia Capital and an officer of BB&T
make certain representations on behalf of Virginia Capital 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) Virginia
Capital'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 Virginia Capital
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 Virginia Capital Common 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:

(1)     The Merger will constitute a "reorganization" within the meaning of Code
Section 368(a).

(2)     Each of BB&T and Virginia Capital 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 Virginia
Capital 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
Virginia Capital Common Stock.

(4)     A shareholder of Virginia Capital 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 Virginia Capital
shareholder (including any fractional share interest deemed received) will be
the same as the tax basis in the Virginia Capital 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 Virginia
Capital Common Stock will include the period during which the shareholder held
the shares of Virginia Capital Common Stock surrendered in the exchange,
provided that the Virginia Capital 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 Virginia Capital Common Stock do not apply to
any stock rights, warrants or options to acquire Virginia Capital Common Stock.
The opinions stated as to Virginia Capital shareholders are general in nature
and do not necessarily apply to any particular Virginia Capital 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 Virginia
Capital 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 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: /s/ Howard Solodky