Ciudad Grupo Santander, Avenida de Cantabria
28660 BOADILLA DEL MONTE
Madrid
Madrid, October 16, 2007
Offer to Exchange Floating Rate Non-Cumulative
Guaranteed Series 6 Preferred Securities
We have acted as special Spanish counsel to Santander Finance Preferred, S.A. Unipersonal, a sociedad anónima of the Kingdom of Spain (the “Company”), in connection with the Company’s offer (the “Exchange Offer”) to exchange its Floating Rate Non-Cumulative Guaranteed Series 6 Preferred Securities (the “Exchange Series 6 Preferred Securities”) for any and all of its outstanding Floating Rate Non-Cumulative Guaranteed Series 6 Preferred Securities (the “Restricted Series 6 Preferred Securities”). The Exchange Series 6 Preferred Securities will be guaranteed by Banco Santander, S.A. (the “Guarantor”) in accordance with the provisions of the Payment and Guarantee Agreement dated as of March 5, 2007, between the Company and the Guarantor. This opinion is being furnished in accordance with the requirements of Item 601(b)(8) of Regulation S-K of the Securities Act of 1933, as amended (the “Act”).
We hereby confirm, as of the date hereof, our opinion that the statements set forth under the caption “Taxation ― Spanish Tax Considerations” in the Prospectus dated February 21, 2007, insofar as such statements relate to statements of law or legal conclusions under the laws of the Kingdom of Spain or matters of Spanish law are accurate.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form F-4. The issuance of such consent does not concede that we are in the category of persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/Jesús López Tello
Jesús López Tello