EXHIBIT 5(b)
November 9, 2001
Popular, Inc.,
209 Munoz Rivera Avenue,
Hato Rey, Puerto Rico 00918.
Popular International Bank, Inc.
209 Munoz Rivera Avenue,
Hato Rey, Puerto Rico 00918.
Popular North America, Inc.,
Marlton Crossing Office Park,
400 Lippincott Drive,
Marlton, New Jersey 08053.
Ladies and Gentlemen:
In connection with the registration under the Securities Act
of 1933 (the "Act") of $1,990,000,000 aggregate initial offering price of (i)
senior debt securities (the "Popular Senior Debt Securities") of Popular, Inc.,
a Puerto Rico corporation (the "Corporation"), subordinated debt securities (the
"Popular Subordinated Debt Securities") of the Corporation, shares of preferred
stock, without par value (the "Popular Preferred Stock"), of the Corporation and
the Popular Senior Debt Securities, Popular Subordinated Debt Securities and
shares of Popular Preferred Stock initially issuable upon conversion or exchange
of any shares of Popular Preferred Stock that are convertible into or
exchangeable for Popular Senior Debt Securities, Popular Subordinated Debt
Securities or shares of Popular Preferred Stock of another series, (ii)
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Popular North America, Inc.
senior debt securities (the "PNA Senior Debt Securities") of Popular North
America, Inc., a Delaware corporation ("PNA"), bearing the unconditional
guarantees (the "PNA Senior Debt Guarantees") of the Corporation, subordinated
debt securities (the "PNA Subordinated Debt Securities") of PNA bearing the
unconditional guarantees (the "PNA Subordinated Debt Guarantees") of the
Corporation, shares of preferred stock, par value $.01 per share (the "PNA
Preferred Stock"), of PNA bearing the unconditional guarantees (the "PNA
Preferred Stock Guarantees") of the Corporation, and the PNA Senior Debt
Securities, PNA Subordinated Debt Securities and shares of PNA Preferred Stock
initially issuable upon conversion or exchange of any shares of PNA Preferred
Stock that are convertible into or exchangeable for PNA Senior Debt Securities,
PNA Subordinated Debt Securities or shares of PNA Preferred Stock of another
series, and (iii) senior debt securities (the "PIB Senior Debt Securities") of
Popular International Bank, Inc., a Puerto Rico corporation ("PIB"), bearing the
unconditional guarantees (the "PIB Senior Debt Guarantees") of the Corporation,
subordinated debt securities (the "PIB Subordinated Debt Securities") of PIB
bearing the unconditional guarantees (the "PIB Subordinated Debt Guarantees") of
the Corporation, shares of preferred stock, par value $25.00 per share (the "PIB
Preferred Stock"), of PIB bearing the unconditional guarantees (the "PIB
Preferred Stock Guarantees") of the Corporation, and the PIB Senior Debt
Securities, PIB Subordinated Debt Securities and shares of PIB Preferred Stock
initially issuable upon conversion or exchange of any shares of PIB Preferred
Stock that are convertible into or
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Popular International Bank, Inc.
Popular North America, Inc.
exchangeable for PIB Senior Debt Securities, PIB Subordinated Debt Securities or
shares of PIB Preferred Stock of another series (the Popular Senior Debt
Securities, the Popular Subordinated Debt Securities, the PNA Senior Debt
Securities, the PNA Subordinated Debt Securities, the PIB Senior Debt Securities
and the PIB Subordinated Debt Securities are sometimes collectively referred to
herein as the "Debt Securities"; the PNA Senior Debt Guarantees, the PNA
Subordinated Debt Guarantees, the PNA Preferred Stock Guarantees, the PIB Senior
Debt Guarantees, the PIB Subordinated Debt Guarantees and the PIB Preferred
Stock Guarantees are sometimes collectively referred to herein as the
"Guarantees"; and the Debt Securities, the Guarantees, the Popular Preferred
Stock, the PNA Preferred Stock and the PIB Preferred Stock are sometimes
collectively referred to herein as the "Securities"), we, as your counsel, have
examined such corporate records, certificates and other documents, including the
resolutions of the Boards of Directors of the Corporation, PNA and PIB (the
"Corporation Resolutions", "PNA Resolutions" and "PIB Resolutions",
respectively) authorizing the issuance of the Securities, and such questions of
law, as we have considered necessary or appropriate for the purposes of this
opinion. On the basis of such examination, we advise you that, in our opinion:
(1) When the registration statement relating to the Securities
(the "Registration Statement") has become effective under the Act, the terms of
the Popular Senior Debt Securities and of their issuance and sale have been duly
established in
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Popular North America, Inc.
conformity with the indenture, as supplemented, relating to the Popular Senior
Debt Securities (the "Popular Senior Indenture") so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon the Corporation and so as to comply with any requirement
or restriction imposed by any court or governmental body having jurisdiction
over the Corporation, and the Popular Senior Debt Securities have been duly
executed and authenticated in accordance with the Popular Senior Indenture and
issued and sold as contemplated in the Registration Statement, and if all the
foregoing actions are taken pursuant to the authority granted in the Corporation
Resolutions, the Popular Senior Debt Securities will constitute valid and
legally binding obligations of the Corporation, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
(2) When the Registration Statement has become effective under the
Act, the terms of the Popular Subordinated Debt Securities and of their issuance
and sale have been duly established in conformity with the indenture relating to
the Popular Subordinated Debt Securities (the "Popular Subordinated Indenture")
so as not to violate any applicable law or result in a default under or breach
of any agreement or instrument binding upon the Corporation and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Corporation, and the Popular Subordinated Debt
Securities have been duly executed and authenticated
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in accordance with the Popular Subordinated Indenture and issued and sold as
contemplated in the Registration Statement, and if all the foregoing actions are
taken pursuant to the authority granted in the Corporation Resolutions, the
Popular Subordinated Debt Securities will constitute valid and legally binding
obligations of the Corporation, subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
(3) When the Registration Statement has become effective under the
Act, the terms of the PNA Senior Debt Securities and the PNA Senior Debt
Guarantees and of their issuance and sale have been duly established in
conformity with the indenture, as supplemented, relating to the PNA Senior Debt
Securities and the PNA Senior Debt Guarantees (the "PNA Senior Indenture") so as
not to violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon PNA or the Corporation and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over PNA or the Corporation, the PNA Senior Debt Securities
have been duly executed and authenticated and the PNA Senior Debt Guarantees
have been duly executed, each in accordance with the PNA Senior Indenture, and
the PNA Senior Debt Securities have been issued and sold as contemplated in the
Registration Statement, and if all the foregoing actions are taken pursuant to
the authority granted in the PNA Resolutions, the PNA Senior Debt Securities
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will constitute valid and legally binding obligations of PNA and the PNA Senior
Debt Guarantees will constitute valid and legally binding obligations of the
Corporation, in each case subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
(4) When the Registration Statement has become effective under the
Act, the indenture relating to the PNA Subordinated Debt Securities and the PNA
Subordinated Debt Guarantees (the "PNA Subordinated Indenture") has been duly
executed and delivered by PNA, the Corporation and the trustee thereunder, the
terms of the PNA Subordinated Debt Securities and the PNA Subordinated Debt
Guarantees and of their issuance and sale have been duly established in
conformity with the PNA Subordinated Indenture so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon PNA or the Corporation and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over PNA or the Corporation, the PNA Subordinated Debt Securities
have been duly executed and authenticated and the PNA Subordinated Debt
Guarantees have been duly executed, each in accordance with the PNA Subordinated
Indenture, and the PNA Subordinated Debt Securities have been issued and sold as
contemplated in the Registration Statement, and if all the foregoing actions are
taken pursuant to the authority granted in the PNA Resolutions, the PNA
Subordinated Debt
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Securities will constitute valid and legally binding obligations of PNA and the
PNA Subordinated Debt Guarantees will constitute valid and legally binding
obligations of the Corporation, in each case subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
(5) When the Registration Statement has become effective under the
Act, the indenture relating to the PIB Senior Debt Securities and the PIB Senior
Debt Guarantees (the "PIB Senior Indenture") has been duly executed and
delivered by PIB, the Corporation and the trustee thereunder, the terms of the
PIB Senior Debt Securities and the PIB Senior Debt Guarantees and of their
issuance and sale have been duly established in conformity with the PIB Senior
Indenture so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon PIB or the Corporation and
so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over PIB or the Corporation, the PIB
Senior Debt Securities have been duly executed and authenticated and the PIB
Senior Debt Guarantees have been duly executed, each in accordance with the PIB
Senior Indenture, and the PIB Senior Debt Securities have been issued and sold
as contemplated in the Registration Statement, and if all the foregoing actions
are taken pursuant to the authority granted in the PIB Resolutions, the PIB
Senior Debt Securities will constitute valid and legally binding obligations of
PIB and the PIB
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Popular North America, Inc.
Senior Debt Guarantees will constitute valid and legally binding obligations of
the Corporation, in each case subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors' rights and to general equity principles.
(6) When the Registration Statement has become effective under the
Act, the indenture relating to the PIB Subordinated Debt Securities and the PIB
Subordinated Debt Guarantees (the "PIB Subordinated Indenture") has been duly
executed and delivered by PIB, the Corporation and the trustee thereunder, the
terms of the PIB Subordinated Debt Securities and the PIB Subordinated Debt
Guarantees and of their issuance and sale have been duly established in
conformity with the PIB Subordinated Indenture so as not to violate any
applicable law or result in a default under or breach of any agreement or
instrument binding upon PIB or the Corporation and so as to comply with any
requirement or restriction imposed by any court or governmental body having
jurisdiction over PIB or the Corporation, the PIB Subordinated Debt Securities
have been duly executed and authenticated and the PIB Subordinated Debt
Guarantees have been duly executed, each in accordance with the PIB Subordinated
Indenture, and the PIB Subordinated Debt Securities have been issued and sold as
contemplated in the Registration Statement, and if all the foregoing actions are
taken pursuant to the authority granted in the PIB Resolutions, the PIB
Subordinated Debt Securities will constitute valid and legally binding
obligations of PIB and the PIB
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Subordinated Debt Guarantees will constitute valid and legally binding
obligations of the Corporation, in each case subject to bankruptcy, insolvency,
fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors' rights and to general equity
principles.
(7) When the Registration Statement has become effective under the
Act, a certificate of designations with respect to the PNA Preferred Stock has
been duly filed and recorded with the Secretary of State of the State of
Delaware, the terms of the PNA Preferred Stock and of its issuance and sale have
been duly established in conformity with PNA's certificate of incorporation, as
amended, so as not to violate any applicable law or result in a default under or
breach of any agreement or instrument binding upon PNA or the Corporation and so
as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over PNA or the Corporation, and the PNA
Preferred Stock has been duly issued and sold as contemplated by the
Registration Statement, and if all the foregoing actions are taken pursuant to
the authority granted in the PNA Resolutions, the PNA Preferred Stock will be
validly issued, fully paid and nonassessable, any shares of PNA Preferred Stock
initially issuable upon conversion or exchange of shares of PNA Preferred Stock
of another series, when duly issued upon such conversion or exchange, will be
validly issued, fully paid and nonassessable, and when the terms of the PNA
Preferred Stock Guarantees have been duly approved by the Board of Directors or
other authorized
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officials of the Corporation and the PNA Preferred Stock Guarantees have been
duly executed, the PNA Preferred Stock Guarantees will constitute valid and
legally binding obligations of the Corporation, subject to bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium and similar laws of
general applicability relating to or affecting creditors' rights and to general
equity principles.
We note that, as of the date of this opinion, a judgment for money in
an action based on a Debt Security denominated in a foreign currency or currency
unit, or on a related Guarantee, in a Federal or state court in the United
States ordinarily would be enforced in the United States only in United States
dollars. The date used to determine the rate of conversion of the foreign
currency or currency unit in which a particular Debt Security is denominated
into United States dollars will depend upon various factors, including which
court renders the judgment. In the case of a Debt Security denominated in a
foreign currency, or a related Guarantee, a state court in the State of New York
rendering a judgment on a Debt Security, or on a related Guarantee, would be
required under Section 27 of the New York Judiciary Law to render such judgment
in the foreign currency or currency unit in which the Debt Security is
denominated, and such judgment would be converted into United States dollars at
the exchange rate prevailing on the date of entry of the judgment.
The foregoing opinion is limited to the Federal laws of the United
States,
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the laws of the State of New York and the Commonwealth of Puerto Rico,
and the General Corporation Law of the State of Delaware, and we are expressing
no opinion as to the effect of the laws of any other jurisdiction. With respect
to all matters of the laws of the Commonwealth of Puerto Rico, we have relied
upon the opinion, dated the date hereof, of Brunilda Santos de Alvarez, Esq.,
Puerto Rico counsel to the Corporation, PNA and PIB, and our opinion is subject
to the same assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion of Brunilda Santos de Alvarez.
Also, we have relied as to certain matters on information obtained from
public officials, officers of the Corporation, PNA and PIB, and other sources
believed by us to be responsible, and we have assumed that each of the Popular
Senior Indenture, the Popular Subordinated Indenture and the PNA Senior
Indenture has been duly authorized, executed and delivered by the respective
trustees thereunder, assumptions that we have not independently verified.
Finally, we have assumed that the authority granted in the Corporation
Resolutions, PNA Resolutions and PIB Resolutions will remain in effect at all
relevant times.
This opinion may be relied upon by Brunilda Santos de Alvarez, Esq. as
to matters of the laws of the State of New York and the General Corporation Law
of the State of Delaware.
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Popular North America, Inc.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Validity
of Offered Securities" in the Prospectus contained in the Registration
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 Act.
Very truly yours,
/s/ Sullivan & Cromwell