Exhibit 8.2 [LETTERHEAD OF POYNER & SPRUILL, L.L.P.] [Date Blank} Centura Banks, Inc. Centura Bank 134 North Church Street Rocky Mount, NC 27804 Gentlemen: Centura Banks, Inc. ("Centura"), a North Carolina bank holding corporation, and Pee Dee...Centura Banks Inc • January 26th, 1998 • National commercial banks
Centura Banks, Inc. ("Centura"), a North Carolina bank holding corporation, and Pee Dee Bankshares, Inc. ("Pee Dee"), a South Carolina bank holding corporation, have entered into an agreement and plan of reorganization (the "Agreement") under the terms of which Pee Dee will be merged with and into Centura, and each share of Pee Dee common stock issued and outstanding shall cease to be outstanding and shall be converted into and exchanged for Centura common stock in a transaction that qualifies as a merger under Section 368(a) of the Internal Revenue Code of 1986 as amended (the "Code"). Also under the terms of the Agreement, Pee Dee State Bank ("State Bank"), a subsidiary of Pee Dee, will merge with and into Centura Bank, a North Carolina bank corporation subsidiary of Centura in a transaction that qualifies as a merger under Section 368(a) of the Code. Each share of State Bank common stock issued and outstanding (other than shares held by shareholders of State Bank who exercise dissen
