EXHIBIT 8.2

       [LETTERHEAD OF BAKER, DONELSON, BEARMAN, CALDWELL & BERKOWITZ, PC]

                                November 8, 2004

Premier Bancorp, Inc.
5217 Maryland Way
Brentwood, Tennessee 37027

      Ladies and Gentlemen:

      We have acted as special tax counsel to Premier Bancorp, Inc., a Tennessee
corporation ("Premier"), in connection with (i) the proposed merger (the
"Merger") of Premier with and into BancorpSouth, Inc., a Mississippi corporation
("BancorpSouth), pursuant to the terms of the Agreement and Plan of Merger,
dated as of September 17, 2004, by and among Premier 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 proxy statement/prospectus of
Premier and BancorpSouth (the "Proxy Statement/ Prospectus"). This opinion is
provided pursuant to the requirements of Item 601(b)(8) of Regulation S-K under
the Securities Act.

      The Merger Agreement provides that Premier will be merged with and into
BancorpSouth under the Mississippi Business Corporation Act ("MBCA") and the
Tennessee Business Corporation Act ("TBCA"). The corporate existence of Premier
will cease, and BancorpSouth will become the surviving corporation. Pursuant to
the Merger Agreement, each share of Premier common stock issued and outstanding
at the Effective Date will be exchanged for cash or shares of BancorpSouth
common stock based on the Exchange Ratio set forth in the Agreement. No
fractional shares of BancorpSouth common stock will be issued in connection with
the Merger. In lieu of fractional shares, BancorpSouth will make a cash payment
equal to the fractional interest which a Premier shareholder would otherwise
receive multiplied by $22.984.

      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
Proxy Statement/Prospectus, and the representations (which, with your consent,
we have neither investigated nor verified) given to us by certificate, dated
November 8, 2004, by an officer of Premier and by certificate, dated November 3,
2004, 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 Premier and BancorpSouth in the Merger Agreement, the Proxy
Statement/Prospectus, the Certificates and such other documents reviewed by us
and (ii) the Proxy Statement/Prospectus, 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. Further, our
opinion is subject to all limitations described in the Proxy
Statement/Prospectus. 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 Proxy Statement/Prospectus and that the Merger will qualify as a statutory
merger under the applicable laws of the States of Tennessee and Mississippi.

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

      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)  Premier and BancorpSouth each will be a party to the 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 Proxy Statement/Prospectus, 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 "Material United States Federal
Income Taxes " in the Proxy Statement/Prospectus. 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/ BAKER, DONELSON, BEARMAN,
                                              CALDWELL & BERKOWITZ, P.C.

                                              BAKER, DONELSON, BEARMAN,
                                              CALDWELL & BERKOWITZ, PC