Howard N. Solodky
Direct Dial: 202-857-4424
Direct Fax: 202-261-0024
Email: HSolodky@wcsr.com
, 200
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 November 7, 2001 (the "Reorganization
Agreement"), between Mid-America Bancorp, a Kentucky corporation
("MAB"), 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
8,869,707 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, MAB will merge into BB&T pursuant to North Carolina and
Kentucky law, and each outstanding share of MAB Common Stock (the only class
outstanding) is to be converted into a number of shares of BB&T Common Stock
and an amount of cash, both to be determined under a formula in the
Reorganization Agreement. Also, cash will be paid in lieu of the issuance of
fractional shares. MAB shareholders have the right 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 Escrow Agreement, the
Registration Statement, and certificates dated December , 2001 in which an
officer of MAB and an officer of BB&T make certain representations on behalf of
MAB and BB&T, respectively, regarding the Merger (the "Tax Certificates").
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
and the Escrow Agreement, (b) MAB'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 MAB 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 MAB 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 and the Escrow 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 MAB 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 MAB 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
MAB Common Stock.
(4) A shareholder of MAB will recognize gain, but not loss, to the extent
cash is received in exchange for MAB Common Stock.
(5) A shareholder of MAB 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.
(6) The tax basis in the BB&T Common Stock received in exchange for shares
of MAB Common Stock by an MAB shareholder (including any fractional
share interest deemed received) will be the same as the tax basis in
the MAB Common Stock surrendered in exchange therefore, decreased by
the amount of cash received by the MAB shareholder, and increased by
the amount of gain, if any, recognized by the MAB shareholder.
(7) The holding period for BB&T Common Stock received in exchange for
shares of MAB Common Stock (including any fractional share interest
deemed received) will include the period during which the shareholder
held the shares of MAB Common Stock surrendered in the exchange,
provided that the MAB Common Stock was held as a capital asset at the
Effective Time.
(8) A shareholder of MAB who receives a cash payment pursuant to the
exercise of dissenters' rights will generally recognize gain or loss in
an amount equal to the difference between the amount received and his
or her basis in the MAB Common Stock surrendered.
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 MAB Common Stock do not apply to
any stock rights, warrants or options to acquire MAB Common Stock. The opinions
stated as to MAB shareholders are general in nature and do not necessarily
apply to any particular MAB 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 MAB 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;
Cash Received in Merger is Taxable," "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
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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:
Howard N. Solodky
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