EXHIBIT (5)(b)

                    [PIETRANTONI MENDEZ & ALVAREZ LETTERHEAD]

                                                   September 30, 2003

Popular, Inc.
Popular Center Building
209 Munoz Rivera Ave
Hato Rey, Puerto Rico 00918

Dear Sirs:

         In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of an aggregate principal amount of $31,152,000 of the
Notes Linked to the S&P 500 Index due September 30, 2008, Series A and B (the
"Notes") of Popular, Inc., a Puerto Rico corporation (the "Company"),we, as your
counsel, have examined copies of the Indenture, dated as of February 15, 1995,
as supplemented by a first supplemental indenture dated as of May 8, 1997 and a
second supplemental indenture dated as of August 5, 1999 (the "Indenture") and
such other documents, corporate records, certificates and other instruments, and
such questions of law, as we have considered necessary or appropriate for the
purposes of this opinion.

         Upon the basis of such examination, we advise you that, in our opinion:

         1. The Company has been duly incorporated and is existing in good
standing under the laws of the Commonwealth of Puerto Rico.

         2. The Indenture relating to the Notes has been duly authorized,
executed and delivered by the Company.

         3. The Notes constitute valid and legally binding obligations of the
Company, 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.

         In rendering the foregoing opinion, we are expressing no



opinion as to Federal or state laws relating to fraudulent transfers.

         The foregoing opinion is limited to the Federal laws of the United
States, the laws of the Commonwealth of Puerto Rico and the laws of the State of
New York and we are expressing no opinion as to the effect of the laws of any
other jurisdiction. With respect to all matters of New York law, we have relied
upon the opinion, dated the date hereof, of Sullivan & Cromwell LLP, and our
opinion is subject to the same assumptions, qualifications and limitations with
respect to such matters as are contained in such opinion of Sullivan & Cromwell
LLP.

         We hereby consent to the filing of this opinion as an exhibit to the to
Registration Statement on Form S-3 (File No. 333-73242) relating to the public
offering of the Notes and to the reference to us under the heading "Legal
Matters" in the Prospectus Supplement, dated September 25, 2003, filed with the
Securities and Exchange Commission pursuant to Rule 424(b) under the Act. In
giving the foregoing 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/ PIETRANTONI MENDEZ & ALVAREZ LLP