EXHIBIT 8.2


                         [LETTERHEAD OF KUTAK ROCK LLP]

                                January 18, 2002

Pinnacle Bancshares, Inc.
2610 Cantrell Road
Little Rock, AR 72202

Ladies and Gentlemen:

         We have acted as special tax counsel to Pinnacle Bancshares, Inc., an
Arkansas corporation ("Pinnacle"), in connection with (i) the proposed merger
(the "Merger") of BancorpSouth, Inc., a Mississippi corporation
("BancorpSouth), with and into Pinnacle Bancshares, Inc., pursuant to the terms
of the Agreement and Plan of Merger, dated as of November 14, 2001, by and
among Pinnacle and BancorpSouth (the "Merger Agreement") and (ii) the
preparation and filing of the Registration Statement on Form S-4 (the
"Registration Statement") with the Securities and Exchange Commission (the
"Commission") under the Securities Act of 1933, as amended (the "Securities
Act"), which includes the prospectus supplement/proxy statement of Pinnacle and
BancorpSouth (the "Prospectus Supplement/Proxy Statement"). This opinion is
provided pursuant to the requirements of Item 601(b)(8) of Regulation S-K under
the Securities Act.

                            INFORMATION RELIED UPON

         In rendering the opinion set forth herein, and with your consent, we
have examined and relied upon originals or copies, certified or otherwise
identified to our satisfaction, of the Merger Agreement, the Registration
Statement, the Prospectus Supplement/Proxy Statement, and the representations
(which, with your consent, we have neither investigated nor verified) given to
us by certificate, dated January 18, 2002, by an officer of Pinnacle and by
certificate, dated January 18, 2002, by an officer of BancorpSouth
(collectively, the "Certificates"). In addition, we have examined such other
documents, agreements, and certificates and made such investigations of law and
fact as we have deemed necessary or appropriate as a basis for the opinion set
forth below.

         In our examination, we have assumed, with your consent, the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or photocopies
and the authenticity of the originals of such copies. As to any facts material
to this opinion which we did not independently establish or verify, we have,
with your consent, relied upon the accuracy and completeness of (i) the
statements and representations made by Pinnacle and BancorpSouth in the Merger
Agreement, the Prospectus Supplement/Proxy Statement, the Certificates and such
other documents reviewed by us and (ii) the Prospectus Supplement/Proxy
Statement, and we have assumed, with your consent, that such will be complete
and accurate through the date hereof and will continue to remain complete and
accurate as of the Effective Time. In addition, we have assumed, with your
consent, that the statements contained in the Certificates are complete and
accurate on the date hereof and will be complete and accurate as of the
Effective Time, and that any representation made in any of the documents
referred to herein "to the best of the knowledge and belief" (or similar
qualification) of any person or party is now and will be as of the Effective
Time complete and accurate without such qualification. We have also assumed,
with your consent, that the transactions contemplated by the Merger Agreement
will be consummated in accordance therewith and as described in the Prospectus
Supplement/Proxy Statement and that the Merger will qualify as a statutory
merger under the applicable laws of the States of Arkansas and Mississippi.

         Unless specified, capitalized terms used herein shall have the
meanings assigned to them in the Prospectus Supplement/Proxy Statement or the
appendices thereto (including the Merger Agreement). All references herein to
the "Code" are to the Internal Revenue Code of 1986, as amended.

                                    OPINION

         On the basis of the foregoing, and subject to the assumptions,
qualifications and limitations stated herein, we are of the opinion that:

                  (i)      The Merger will be treated for federal income tax
         purposes as a reorganization within the meaning of Section 368(a) of
         the Code; and

                  (ii)     Pinnacle and BancorpSouth will each be a party to
         that reorganization within the meaning of Section 368(b) of the Code

         The opinion expressed herein is based upon the Code, Treasury
Regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as in effect as of the date of this letter, and
all of which are subject to change, which changes may be retroactively applied.
There can be no assurances that the opinion expressed herein will be accepted
by the Internal Revenue Service or, if challenged, by a court. In addition, our
opinion is based upon the documents that we have examined, the additional
information that we have obtained, and the facts set out in the Certificates
that we have assumed, with your consent, to be true and correct. Our opinion
cannot be relied upon if any of the facts contained in such documents or in any
such additional information is, or later becomes, inaccurate, or if any of the
facts set out in the Certificates is, or later becomes, inaccurate. Our opinion
is limited to the United States federal income tax matters specifically covered
thereby, and we have not been asked to address, nor have we addressed, any
other tax consequences that may result from the Merger or any other transaction
(including any transaction undertaken in connection with the Merger).

         This letter is furnished to you for use in connection with the Merger,
as described in the Merger Agreement and the Prospectus Supplement/Proxy
Statement, and is not to be used, circulated, quoted, or otherwise referred to
for any other purpose without our express written permission. We hereby consent
to the filing of this opinion with the Commission as an exhibit to the
Registration Statement, and to the reference to our firm under the heading "THE
MERGER-Certain U.S. Federal Income Tax Consequences" in the Prospectus
Supplement/Proxy Statement. In giving such consent, we do not thereby admit
that we are in the category of persons whose consent is required under Section
7 of the Securities Act or the rules and regulations of the Commission
thereunder.



                               Very truly yours,



                               /s/ KUTAK ROCK LLP