EXHIBIT 8

                    [PIETRANTONI MENDEZ & ALVAREZ LETTERHEAD]

                                                              November 30, 2004

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

Dear Sirs:

         We have acted as counsel to Popular, Inc., a Puerto Rico corporation
(the "Company") with respect to the registration under the Securities Act of
1933, as amended (the "Act"), of 5,200,000 of the 6.125% Cumulative Monthly
Income Trust Preferred Securities (the "Capital Securities") of Popular Capital
Trust II, and an aggregate principal amount of $134,021,000 of the 6.125% Junior
Subordinated Debentures, Series A, due December 1, 2034, of the Company (the
"Debentures").

         We have examined the prospectus supplement relating to the Capital
Securities (the "Prospectus Supplement"), dated November 24, 2004, filed with
the Securities and Exchange Commission pursuant to Rule 424(b) under the Act and
have reviewed the summary of the material federal and Puerto Rico income tax
considerations of the proposed offering described in the Prospectus Supplement
(the "Summary") appearing under the caption "Certain Tax Considerations." We
have also reviewed such other documents and instruments and have examined such
questions of law as we have considered necessary for the purpose of this
opinion. In addition, we have relied on certificates of officers of the Company
as to certain factual matters.

         It is our opinion that the statements of law contained in the Summary,
subject to the limitations stated in the Summary and below, while not purporting
to discuss all federal and Puerto Rico income tax ramifications of the offering,
are accurate statements of the material federal and Puerto Rico tax consequences
to the investors who purchase Capital Securities in the offering described in
the Prospectus Supplement.



         Our opinion is based upon the review of the Prospectus Supplement and
of applicable federal and Puerto Rico income tax statutes, regulations, rulings
and decisions, as now in effect. A change in any of the foregoing could
necessitate a change in our opinion. In addition, our opinion pertains only to
the accuracy of the statements of law contained in the Summary. As to the
statements of fact, we are relying upon your representation that such factual
matters are accurate.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 (File Nos. 333-120340 and 333-120340-03) and
to the reference to us under the heading "Certain Tax Considerations" in the
Prospectus Supplement. 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