Exhibit 5.4
July 29, 2011
EVERTEC, Inc.
Cupey Center Building
Road 176, Kilometer 1.3
San Juan, Puerto Rico 00926
| Re: | EVERTEC, Inc. |
| Registration Statement on Form S-4 (Registration No. 333-173504) |
| Initially Filed on April 14, 2011 |
Ladies and Gentlemen:
We have acted as special Costa Rican counsel to ATH Costa Rica Sociedad Anonima, a Costa Rican corporation (“ATH”), and Tarjetas Inteligentes Internacionales Sociedad Anonima, a Costa Rican corporation (“Tarjetas” and together with ATH, the “Companies”), in connection with the Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) filed by EVERTEC, Inc., a Puerto Rico corporation (“EVERTEC”), the Companies and certain other “Guarantors” identified in the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by EVERTEC of $220,000,000 aggregate principal amount of its 11% Senior Notes due 2018 (the “Exchange Securities”) and the issuance by the Companies and the other Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the related Guarantees will be issued under an indenture dated as of September 30, 2010, among EVERTEC, the Companies, the other Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”), (the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Indenture.
We have examined the Indenture, which—as we have been informed by EVERTEC—has been filed with the Commission as an exhibit to the Registration Statement. We have also reviewed such corporate records of the Companies, such certificates of public officials and such other documents as we have deemed it necessary or appropriate to review for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon the recitals, statements, representations and warranties of the parties contained in the Indenture and in certificates provided pursuant to or in connection with the Indenture or otherwise provided to us, and we have made no independent inquiries or investigations.
In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:
| (a) | the due organization and existence of all parties to the Indenture, except to the extent that we express an opinion in Paragraph 1 below regarding the existence of the Companies, |
EVERTEC, Inc.
July 29, 2011
Page 2
| (b) | the due authorization of the Indenture by all parties thereto, except to the extent that we express an opinion in Paragraph 2 below regarding the authorization of the Indenture by the Companies, |
| (c) | the due execution and delivery of the Indenture by the parties thereto, in substantially the form submitted to us, duly completed in a full, accurate and consistent manner, except to the extent that we express an opinion in Paragraph 3 below regarding the execution and delivery of the Indenture by the Companies, |
| (d) | that each of the parties to the Indenture has the legal right, power and authority to enter into the Indenture and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Companies, and |
| (e) | that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents. |
Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:
| 1. | The Companies incorporated in Costa Rica (a) are validly existing and in good standing as corporations (Sociedades Anonimas) under the law of Costa Rica and (b) have the corporate power and authority to execute and deliver the Indenture and perform their respective obligations thereunder. |
| 2. | The execution and delivery by the Companies of the Indenture and the performance by the Companies of their respective obligations thereunder have been duly authorized by all requisite corporate action on the part of the Companies. |
| 3. | The Indenture has been duly executed and delivered by the Companies. |
The opinions expressed herein are limited to the laws of Costa Rica. Our opinion is rendered as of the date hereof.
We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. for the purpose of rendering their opinion to you in relation to the Registration Statement.
| Very truly yours, |
| /s/ Consortium – Laclé & Gutiérrez |
| Consortium – Laclé & Gutiérrez |