EXHIBIT 5(A)
Popular, Inc.
P.O. Box 362708
San Juan, Puerto Rico 00936-2708
Telephone (787) 765-9800
September 8, 2004
Popular, Inc.,
209 Munoz Rivera Avenue,
San Juan, Puerto Rico 00918.
Popular North America, Inc.,
209 Munoz Rivera Avenue,
San Juan, Puerto Rico 00918.
Popular North America Capital Trust I,
c/o Popular North America, Inc.,
209 Munoz Rivera Avenue,
San Juan, Puerto Rico 00918.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of (i) $250,000,000 aggregate liquidation amount of
capital securities (the "Capital Securities") representing beneficial ownership
interests in Popular North America Capital Trust I (the "Trust"), (ii)
$250,000,000 aggregate principal amount of junior subordinated debentures (the
"Debentures") to be issued by Popular North America, Inc. (the "Corporation"),
(iii) unconditional and irrevocable guarantees (the "Guarantees" and each a
"Guarantee") of the obligations of the Trust under the Capital Securities, to be
issued by the Corporation, (iv) unconditional and irrevocable guarantees (the
"Additional Guarantees" and each an "Additional Guarantee") of the
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obligations of the Corporation under the Guarantees, to be issued by Popular,
Inc. (the "Guarantor") and (v) unconditional and irrevocable guarantees (the
"Debenture Guarantees" and each a "Debenture Guarantee") of the obligations of
the Corporation under the Debentures, to be issued by the Guarantor, in each
case to be offered at prices and on terms to be determined at the time of sale,
I, as Counsel to the Guarantor, have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion:
(i) the Guarantor has been duly incorporated and is an existing
corporation in good standing under the laws of the Commonwealth of Puerto Rico,
and
(ii) when the Registration Statement has become effective under the
Act, the indenture (the "Indenture") relating to the Debentures and the
Debenture Guarantees has been duly authorized, executed and delivered, the terms
of the Debentures and the Debenture Guarantees and of their issuance and sale
have been duly established in conformity with the 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 or the Guarantor and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Corporation or the Guarantor, the Debentures have
been duly executed and authenticated and the Debenture Guarantees have been duly
executed, each in accordance with the Indenture, the Debentures have been issued
and sold as contemplated in the Registration Statement, the guarantee agreement
(the "Guarantee Agreement") relating to the Guarantee and the Additional
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Guarantee has been duly authorized, executed and delivered, the terms of the
Guarantee and the Additional Guarantee and of their issuance have been duly
established in conformity with the Guarantee Agreement 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 or the Guarantor and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over the Corporation or the Guarantor, and the Guarantees
and the Additional Guarantees have been duly authorized, executed and delivered
by the Corporation and the Guarantor, respectively, (i) each of the Debentures
and the 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 and (ii) each of
the Debenture Guarantees and the Additional Guarantees will constitute valid and
legally binding obligations of the Guarantor, enforceable against the Guarantor
in accordance with their terms, 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.
The foregoing opinion is limited to the Federal laws of the United
States, 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 I am expressing no
opinion as to the effect of the laws of any other jurisdiction. With respect to
all matters of the laws of the State of New York and the General Corporation Law
of the State of Delaware, I have
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relied upon the opinion, dated of even date herewith, of Sullivan & Cromwell
LLP, and my 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.
Also, I have relied as to certain matters on information obtained from
public officials, officers of the Corporation and the Guarantor and other
sources believed by me to be responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Validity of
Securities" in the Prospectus. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act.
Very truly yours,
/s/ Brunilda Santos de Alvarez