EXHIBIT 5.2
RICHARDS, LAYTON & FINGER
A PROFESSIONAL ASSOCIATION
ONE RODNEY SQUARE
P.O. BOX 551
WILMINGTON, DELAWARE 19899
(302) 651-7700
FAX (302) 651-7701
WWW.RLF.COM
September 5, 2003
Popular Capital Trust I
Popular Capital Trust II
Popular Capital Trust III
Popular Capital Trust IV
c/o Popular, Inc.
209 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
Re: Popular Capital Trust I
Popular Capital Trust II
Popular Capital Trust III
Popular Capital Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for Popular Capital Trust I,
Popular Capital Trust II, Popular Capital Trust III, and Popular Capital Trust
IV, each a Delaware statutory trust (each, a "Trust" and collectively, the
"Trusts"), in connection with the matters set forth herein. At your request,
this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Declaration of Trust and Trust Agreement for each of the Trusts,
each dated as of September 3, 2003 (collectively, the "Original Trust
Agreements"), by and among Popular, Inc., a Commonwealth of Puerto
Rico corporation, as depositor (the "Depositor"), Bank One Delaware,
Inc., a Delaware corporation, as Delaware trustee (the "Delaware
Trustee"), Bank One Trust Company, N.A., a national banking
association, as property trustee (the "Property Trustee"), and the
individual trustees named therein (the "Administrative Trustees");
(b) A certified copy of the Certificate of Trust for each of the Trusts
(collectively, the "Certificates of Trust"), each as filed with the
Office of the Secretary of State of the State of Delaware (the
"Secretary of State") on September 5, 2003;
Popular Capital Trust I
Popular Capital Trust II
Popular Capital Trust III
Popular Capital Trust IV
September 5, 2003
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(c) A form of Amended and Restated Declaration of Trust and Trust
Agreement for each Trust, among the Depositor, the Property Trustee,
the Delaware Trustee, the Administrative Trustees named therein and
the Holders of the Trust Securities (collectively, the "Amended and
Restated Trust Agreements," and, together with the Original Trust
Agreements, the "Trust Agreements");
(d) The Registration Statement on Form S-3 (the "Registration Statement"),
including a preliminary prospectus (the "Prospectus"), relating to,
among other securities, the Capital Securities of each Trust
representing preferred undivided beneficial ownership interests in the
assets of each Trust, filed by the Depositor and the Trusts with the
Securities and Exchange Commission (the "Commission") on or about
September 5, 2003; and
(e) A Certificate of Good Standing for each Trust, each dated September 5,
2003, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements, except that reference herein to any document
shall mean such document as in effect on the date hereof.
For purposes of this opinion, we have not reviewed any documents other than
the documents listed in paragraphs (a) through (e) above. In particular, we have
not reviewed any document (other than the documents listed in paragraphs (a)
through (e) above) that is referred to in or incorporated by reference into the
documents reviewed by us. We have assumed that there exists no provision in any
document that we have not reviewed that bears upon or is inconsistent with the
opinions stated herein. We have conducted no independent factual investigation
of our own but rather have relied solely upon the foregoing documents, the
statements and information set forth therein and the additional matters recited
or assumed herein, all of which we have assumed to be true, complete and
accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each Trust Agreement
will constitute the entire agreement among the parties thereto with respect to
the subject matter thereof, including with respect to the creation, operation
and termination of each Trust, that the Certificates of Trust are in full force
and effect and have not been further amended and that the Trust Agreements will
be in full force and effect and will be executed in substantially the forms
reviewed by us, (ii) except to the extent provided in paragraph 1 below, the due
creation or due
Popular Capital Trust I
Popular Capital Trust II
Popular Capital Trust III
Popular Capital Trust IV
September 5, 2003
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organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) except to the extent provided in paragraph 2 below, that each of the
parties to the documents examined by us has the power and authority to execute
and deliver, and to perform its obligations under, such documents, (v) except to
the extent provided in paragraph 2 below, the due authorization, execution and
delivery by all parties thereto of all documents examined by us, (vi) the
receipt by each Person to whom Capital Securities are to be issued by the Trusts
(collectively, the "Capital Security Holders") of a Capital Security Certificate
for such Capital Security and the payment for the Capital Security acquired by
it, in accordance with the Trust Agreements and the Registration Statement, and
(vii) that the Capital Securities are issued and sold to the Capital Security
Holders in accordance with the Trust Agreements and the Registration Statement.
We have not participated in the preparation of the Registration Statement or
Prospectus and assume no responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding the
securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder which are
currently in effect.
Based upon the foregoing, and upon our examination of such questions of law
and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del.
C.ss.3801, et seq.
2. Upon execution of the Amended and Restated Trust Agreements, the Capital
Securities of each Trust will be duly authorized by each Trust Agreement and,
when executed and delivered to and paid for by the purchasers thereof in
accordance with the applicable Trust Agreement and the Registration Statement,
will be duly and validly issued and, subject to the qualifications set forth in
paragraph 3 below, fully paid and non-assessable undivided beneficial interests
in the assets of the applicable Trust.
3. The Capital Security Holders, as beneficial owners of the Trusts, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in each Trust Agreement.
Popular Capital Trust I
Popular Capital Trust II
Popular Capital Trust III
Popular Capital Trust IV
September 5, 2003
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We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the reference to us as local counsel under the heading "Legal
Opinions" in the Prospectus. In giving the foregoing consents, we do not thereby
admit that we come within the category of Persons whose consent is required
under Section 7 of the Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.
Very truly yours,
/s/ RICHARDS, LAYTON & FINGER, P.A.
DKD/MCD/rmc