EXHIBIT 5.2
November 9, 2004
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 II
Popular Capital Trust III
Popular Capital Trust IV
Ladies and Gentlemen:
We have acted as special Delaware counsel for 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"), Chase Manhattan Bank USA, National Association
(as successor to Bank One Delaware, Inc.), a national banking
association, as Delaware trustee (the "Delaware Trustee"),
J.P. Morgan Trust Company, National Association (formerly
known as 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;
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Popular Capital Trust III
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November 9, 2004
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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 November 9, 2004; and
(e) A Certificate of Good Standing for each Trust, each dated
November 9, 2004, 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 organization or due formation, as the
case may be, and valid existence in good standing of each
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Popular Capital Trust III
Popular Capital Trust IV
November 9, 2004
Page 3
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 and blue sky 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. Section 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.
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
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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/jmb