EXHIBIT 8
October 23, 1997
BB&T Corporation
000 Xxxx Xxxxxx Xxxxxx
Xxxxxxx-Xxxxx, Xxxxx Xxxxxxxx 00000
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 May 6, 1997
(the "Reorganization Agreement"), by and among Virginia First
Financial Corporation, a Virginia corporation ("Virginia
First"), BB&T Corporation, a North Carolina corporation
("BB&T"), and BB&T Financial Corporation of Virginia, a Virginia
corporation and wholly owned subsidiary of BB&T ("BB&T
Financial-VA")
Ladies and Gentlemen:
We have acted as counsel to BB&T in connection with the registration of
2,100,000 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 First will merge into BB&T Financial-VA pursuant
to Virginia law, and each outstanding share of Virginia First 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 determined under a formula in the
Reorganization Agreement. Also, cash will be paid in lieu of issuance of
fractional shares. Virginia First 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 or the facts
described in, the Reorganization Agreement, the Registration Statement, and
certificates dated October 22, 1997 in which officers of Virginia First and
officers of BB&T make certain representations on behalf of Virginia First and
BB&T 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 correct 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
First'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 First
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 First 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 Section 368 of the Code.
(2) No gain or loss will be recognized by Virginia First or
BB&T Financial-VA by reason of the Merger.
(3) No gain or loss will be recognized by the shareholders of
Virginia First 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 First Common Stock.
(4) A shareholder of Virginia First 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) The gain, if any, realized by Virginia First shareholders
who receive BB&T Common Stock (including a fractional
share) and cash in exchange for their Virginia First
Common Stock will be recognized by each such shareholder,
but in an amount not in excess of the amount of cash
received (not including cash in lieu of a fractional
share), and if the exchange has the effect of the
distribution of a dividend (determined with the
application of Section 318(a) of the Code), then the
amount of the gain recognized that is not in excess of
each such shareholder's taxable share of the undistributed
earnings and profits shall be treated as a dividend (the
determination of whether the exchange has the effect of a
distribution of a dividend will be made on a shareholder-
by-shareholder basis in accordance with the principles set
forth by the Supreme Court in its 1989 decision in the
case of Commissioner x. Xxxxx; it is unlikely that
shareholders will be required to treat the cash as a
dividend, but shareholders should consult their tax
advisors as to the correct treatment, based on their
individual circumstances).
(6) No loss shall be recognized by a Virginia First
shareholder on the exchange.
(7) The tax basis in the BB&T Common Stock received by a
shareholder (including any fractional share interest
deemed received) will be the same as the tax basis in the
Virginia First Common Stock surrendered in exchange
therefor, less the cash (other than cash in lieu of a
fractional share) received, plus the gain (other than
gain on the deemed disposition of a fractional share) or
dividend recognized.
(8) The holding period for BB&T Common Stock received in
exchange for shares of Virginia First Common Stock will
include the period during which the shareholder held the
shares of Virginia First Common Stock surrendered in the
exchange, provided that the Virginia First 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 First Common Stock do not
apply to any stock rights, warrants or options to acquire Virginia First Common
Stock. The opinions stated as to Virginia First shareholders are general in
nature and do not necessarily apply to any particular Virginia First
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 (partnership 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 First Common Stock pursuant to employee stock options or
otherwise as compensation if such shares are subject to any restriction related
to employment, 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 judgement, 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. 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--The Merger--Certain Federal Income Tax
Consequences," "THE MERGER--The Reorganization Agreement--Conditions to the
Merger," "THE MERGER--Certain Federal Income Tax Consequences of the Merger" and
"LEGAL MATTERS" 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,
XXXXXX XXXXXXX XXXXXXXXX & XXXX
A Professional Limited Liability Company
By: /s/ Xxxxxx X. Xxxxxxxx, Xx.
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Xxxxxx X. Xxxxxxxx, Xx.
