June 8, 1999
Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Square
Washington, DC 20549
RE: Popular, Inc. Form S-8 Registration Statement
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Ladies and Gentlemen:
We are counsel to Popular, Inc. (the "Company") and have acted as
co-counsel to the Company in connection with the filing by the Company of its
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933 (the "Act") and the rules and regulations promulgated
thereunder (the "Rules and Regulations"). The Registration Statement relates to
five (5) million shares of the common stock, par value $6 per share of the
Company (the "Company Stock"), which may be allocated to the accounts of
eligible employees participant in the respective employee benefit plan (the
"Plans") of each of the wholly owned subsidiaries of the Company listed in
Exhibit A hereto (the "Subsidiaries"), and interests therein. The Plans are
subject to the requirements of the Employee Retirement Income Security Act of
1974, as amended ("ERISA").
This opinion, given as of the date hereof, is based upon facts and
conditions presently known and laws and regulations presently in effect, and is
being delivered pursuant to Item 601 of Regulation S-K under the Act as required
by Item 20 of the Registration Statement.
As co-counsel of the Company and in rendering this opinion we have
examined the Plan documents and other related written
Securities and Exchange Commission
June 8, 1999
Page 2
documentation as we have deemed necessary or appropriate to provide a basis for
the opinion set forth below. In our examination, we have assumed the conformity
to original documents submitted to us as photostatic copies, the genuineness of
all signatures and the taking of all required corporate action in relation with
the Plans.
On the basis of the foregoing, we are of the opinion that the
provisions of the written documents constituting the Plans are in compliance
with the requirements of ERISA pertaining to such provisions.
We are members of the bar of the Commonwealth of Puerto Rico and the
opinion set forth herein is limited to matters governed by the Federal laws of
the United States of America. This opinion is being furnished to you solely for
your benefit in connection with the filing of the Registration Statement
pursuant to the Act and the Rules and Regulations and is not to be used,
circulated, quoted, relied upon or otherwise referred to for any other purpose,
without our prior written consent. We hereby consent to the use of this opinion
as an exhibit to the Registration Statement and to the reference to this opinion
under the caption "Legal Opinions" therein.
Very truly yours,
/s/ PIETRANTONI MENDEZ & ALVAREZ
Pietrantoni Mendez & Alvarez
Securities and Exchange Commission
June 8, 1999
Page 3
EXHIBIT A
POPULAR, INC.
WHOLLY OWNED SUBSIDIARIES AND
THEIR EMPLOYEE BENEFIT PLANS
SUBSIDIARY EMPLOYEE BENEFIT PLAN
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Banco Popular de Puerto Rico Banco Popular de Puerto Rico Employees'
Stock Plan (Puerto Rico)
Popular Securities, Inc. Popular Securities, Inc. - Retail 1165(e)
Plan and Popular Securities, Inc. -
Institutional 1165(e) Plan,
Popular Mortgage, Inc. Popular Mortgage, Inc. 1165(e) Plan
Popular Finance, Inc. Popular Finance, Inc. Retirement & Savings
Plan
Popular Leasing & Popular Leasing & Rental, Inc. Retirement &
Rental, Inc. Savings Plan