Exhibit 5(c)
[LETTERHEAD OF RICHARDS, LAYTON & FINGER, P.A.]
September 8, 2004
Popular North America Capital Trust I
c/o Popular North America, Inc.
209 Munoz Rivera Avenue
San Juan, Puerto Rico 00918
RE: POPULAR NORTH AMERICA CAPITAL TRUST I
Ladies and Gentlemen:
We have acted as special Delaware counsel for Popular North America,
Inc., a Delaware corporation, (the "Depositor"), Popular, Inc., a Puerto Rico
corporation (the "Company"), and Popular North America Capital Trust I, a
Delaware statutory trust (the "Trust"), 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 Certificate of Trust of the Trust (the
"Certificate"), as filed with the office of the
Secretary of State of the State of Delaware (the
"Secretary of State") on September 8, 2004;
(b) The Trust Agreement of the Trust, dated as of September
8, 2004 among the Depositor, the Company and the
trustees of the Trust named therein;
(c) The Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary
prospectus with respect to the Trust (the "Prospectus"),
relating to the Capital Securities of the Trust
representing preferred undivided beneficial interests in
the assets of the Trust (each, a "Capital Security" and
collectively, the "Capital Securities"), filed by the
Company and the Trust with the Securities and Exchange
Commission (the "SEC") on or about August 13, 2004, as
amended by Amendment No. 1 thereto, filed with the SEC
on or about September 8, 2004; and
Popular North America Capital Trust I
September 8, 2004
Page 2
(d) A form of Amended and Restated Trust Agreement for the
Trust, to be entered into between the Depositor, the
Company, the trustees of the Trust named therein, and
the holders, from time to time, of the undivided
beneficial interests in the assets of the Trust
(including Exhibits C and E thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration
Statement.
Initially capitalized terms used herein and not otherwise defined
are used as defined in the Trust Agreement, 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 (d) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (d) 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 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 the Trust Agreement and
the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, the due creation or due
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) 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) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) that each party has complied with
all of the obligations and satisfied all of the conditions on its part to be
performed or satisfied pursuant to the documents examined by us, (vii) the
receipt by each Person to whom a Preferred Security is to be issued by the Trust
(collectively, the "Preferred Security Holders") of a Preferred Securities
Certificate for such Preferred Security and the payment for the Preferred
Security acquired by it, in accordance with the Trust Agreement and the
Registration Statement, (viii) that the Preferred Securities are issued and sold
to the Preferred Security Holders in accordance with the Trust Agreement and the
Registration Statement, and (ix) that J.P. Morgan
Popular North America Capital Trust I
September 8, 2004
Page 3
Trust Company, National Association satisfies for the Trust Section 3807 of the
Delaware Statutory Trust Act, 12 Del. C. Section 3801, et seq. (the "Trust
Act"). We have not participated in the preparation of the Registration Statement
and assume no responsibility for its 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. The Trust has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act.
2. The Capital Securities of the Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the Trust.
3. The Capital Security Holders, as beneficial owners of the Trust,
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 the Trust Agreement.
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 use of our name under the heading "Validity of Securities"
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. Except as
stated above, without our prior written consent, this opinion may not be
furnished or quoted to, or relied upon by, any other Person for any purpose.
Very truly yours,
DKD
/s/ Richards, Layton & Finger, P.A.
.