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EXHIBIT 5(a)
July 19, 1994
The Board of Directors
BanPonce Corporation
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
The Board of Directors
Popular International Bank Inc.
c/o BanPonce Corporation
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
The Board of Directors
BanPonce Financial Corp.
c/o CT Corporation
1209 Orange Street
Wilmington, Delaware 19801
Ladies and Gentlemen:
This opinion is delivered in connection with the registration under
the Securities Act of 1933 (the "Act") of (i) senior debt securities (the
"BanPonce Senior Debt Securities"), subordinated debt securities (the "BanPonce
Subordinated Debt Securities") and preferred stock, without par value (the
"BanPonce Preferred Stock"), of BanPonce Corporation, a Puerto Rico corporation
(the "Corporation"), (ii) senior debt securities (the "BanPonce Financial Debt
Securities") of BanPonce Financial Corp. ("Financial"), a Delaware corporation,
bearing the unconditional guarantees (the "BanPonce Financial Guarantees") of
the Corporation, and (iii) senior debt securities (the "PIB Senior Debt
Securities") bearing the unconditional guarantees (the "PIB Senior Debt
Securities Guarantees") of the Corporation, subordinated debt securities (the
"PIB Subordinated Debt
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Securities") bearing the unconditional guarantees (the "PIB Subordinated Debt
Securities Guarantees") of the Corporation and preferred stock, par value
$25.00 per share (the "PIB Preferred Stock"), bearing the unconditional
guarantees (the "PIB Preferred Stock Guarantees") of the Corporation, of
Popular International Bank Inc. ("PIB"), a Puerto Rico corporation (the
BanPonce Senior Debt Securities, the BanPonce Subordinated Debt Securities, the
BanPonce Financial Debt Securities, the PIB Senior Debt Securities and the PIB
Subordinated Debt Securities are sometimes collectively referred to herein as
the "Debt Securities", the BanPonce Financial Guarantees, the PIB Senior Debt
Securities Guarantees, the PIB Subordinated Debt Securities Guarantees and the
PIB Preferred Stock Guarantees are sometimes collectively referred to herein
as the "Guarantees", and the Debt Securities, the BanPonce Preferred Stock
and the PIB Preferred Stock are sometimes collectively referred to herein as
the "Securities"). The Securities are limited to an aggregate initial
offering price not to exceed $500,000,000. I, as Counsel to the Corporation,
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. On the basis of such examination, I advise you that,
in my opinion:
(i) Each of the Corporation and PIB has been duly incorporated and
is an existing corporation in good standing under the laws of the Commonwealth
of Puerto Rico.
(ii) When the registration statement relating to the Securities and
the Guarantees (the "Registration Statement") has become effective under the
Act, the indenture relating to the BanPonce Senior Debt Securities (the
"BanPonce Senior Indenture") has been duly executed and delivered, the terms of
the BanPonce Senior Debt Securities and of their issuance and sale have been
duly established in conformity with the BanPonce Senior 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 and so as to comply with
any requirement or restriction imposed by any court or governmental body
having jurisdiction over the
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Corporation, and the BanPonce Senior Debt Securities have been duly executed
and authenticated in accordance with the BanPonce Senior Indenture and issued
and sold as contemplated in the Registration Statement, the BanPonce Senior
Debt Securities 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.
(iii) When the Registration Statement has become effective under the
Act, the indenture relating to the BanPonce Subordinated Debt Securities (the
"BanPonce Subordinated Indenture") has been duly executed and delivered, the
terms of the BanPonce Subordinated Debt Securities and of their issuance and
sale have been duly established in conformity with the BanPonce Subordinated
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 and so as
to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Corporation, and the BanPonce
Subordinated Debt Securities have been duly executed and authenticated in
accordance with the BanPonce Subordinated Indenture and issued and sold as
contemplated in the Registration Statement, the BanPonce Subordinated Debt
Securities 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.
(iv) When the Registration Statement has become effective under
the Act, the indenture relating to the BanPonce Financial Debt Securities
(the "BanPonce Financial Indenture") has been duly executed and delivered, the
terms of the BanPonce Financial Debt Securities and of their issuance and sale
have been duly established in conformity with the BanPonce Financial Indenture
so as not to violate any applicable law or result in a default under or breach
of
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any agreement or instrument binding upon Financial or the Corporation and so as
to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over Financial or the Corporation, the
BanPonce Financial Debt Securities have been duly executed and authenticated,
and the BanPonce Financial Guarantees have been duly executed, each in
accordance with the BanPonce Financial Indenture, and the BanPonce Financial
Debt Securities have been issued and sold as contemplated in the Registration
Statement, the BanPonce Financial Debt Securities will constitute valid and
legally binding obligations of Financial and the BanPonce Financial Guarantees
will constitute valid and legally binding obligations of the Corporation, in
each case 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.
(v) When the Registration Statement has become effective under the
Act, the indenture relating to the PIB Senior Debt Securities (the "PIB Senior
Indenture") has been duly executed and delivered, the terms of the PIB Senior
Debt Securities and of their issuance and sale have been duly established in
conformity with the PIB Senior Indenture so as not violate any applicable law
or result in a default under or breach of any agreement or instrument binding
upon PIB or the Corporation and so as to comply with any requirement or
restriction imposed by any court or governmental body having jurisdiction
over PIB or the Corporation, the PIB Senior Debt Securities have been duly
executed and authenticated and the PIB Senior Debt Securities Guarantees have
been duly executed, each in accordance with the PIB Senior Indenture, and the
PIB Senior Debt Securities have been issued and sold as contemplated in the
Registration Statement, the PIB Senior Debt Securities will constitute valid
and legally binding obligations of PIB and the PIB Senior Debt Securities
Guarantees will constitute valid and legally binding obligations of the
Corporation, in each case subject to bankruptcy, insolvency, fraudulent
transfer, reorganization, moratorium and similar laws of general
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applicability relating to or affecting creditors' rights and to general equity
principles.
(vi) When the Registration Statement has become effective under
the Act, the indenture relating to the PIB Subordinated Debt Securities
(the "PIB Subordinated Indenture") has been duly executed and delivered, the
terms of the PIB Subordinated Debt Securities and of their issuance and sale
have been duly established in conformity with the PIB Subordinated Indenture so
as not to violate any applicable law or result in a default under or breach of
any agreement or instrument binding upon PIB or the Corporation and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over PIB or the Corporation, and the PIB Subordinated
Debt Securities have been duly executed and authenticated and the PIB
Subordinated Debt Securities Guarantees have been duly executed, each in
accordance with the PIB Subordinated Indenture, and the PIB Subordinated Debt
Securities have been issued and sold as contemplated in the Registration
Statement, the PIB Subordinated Debt Securities will constitute valid and
legally binding obligations of PIB and the PIB Subordinated Debt Securities
Guarantees will constitute valid and legally binding obligations of the
Corporation, in each case 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.
(vii) When the Registration Statement has become effective under the
Act, a certificate with respect to the BanPonce Preferred Stock has been duly
filed and recorded with the Department of State of the Commonwealth of Puerto
Rico as required by the General Corporation Law of the Commonwealth of Puerto
Rico, the terms of the BanPonce Preferred Stock and of its issue and sale have
been duly established in conformity with the Corporation's restated certificate
of incorporation 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 and
so as to comply with any requirement or restriction imposed by
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any court or governmental body having jurisdiction over the Corporation, all
regulatory consents or approvals for the issuance and sale of the BanPonce
Preferred Stock have been obtained and the BanPonce Preferred Stock has been
duly issued and sold as contemplated by the Registration Statement, the
BanPonce Preferred Stock will be validly issued, fully paid, and nonassessable.
(viii) When the Registration Statement has become effective under the
Act, a certificate with respect to the PIB Preferred Stock has been duly filed
and recorded with the Department of State of the Commonwealth of Puerto Rico as
required by the General Corporation Law of the Commonwealth of Puerto Rico, the
terms of the PIB Preferred Stock and of its issue and sale have been duly
established in conformity with PIB's certificate of incorporation so as not to
violate any applicable law or result in a default under or breach of any
agreement or instrument binding upon PIB or the Corporation and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over PIB or the Corporation, all regulatory consents or
approvals for the issuance and sale of the PIB Preferred Stock and for the
issuance of the PIB Preferred Stock Guarantees have been obtained, and the PIB
Preferred Stock has been duly issued and sold as contemplated by the
Registration Statement, the PIB Preferred Stock will be validly issued, fully
paid and nonassessable, and when the PIB Preferred Stock Guarantees have been
duly executed, the PIB Preferred Stock 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.
I note that, as of the date of this opinion, a judgment for money in
an action based on a Debt Security denominated in a foreign currency or
currency unit, or on a related Guarantee, in a Federal or state court in the
United States ordinarily would be enforced in the United States only in United
States dollars. The date used to determine the rate of conversion of the
foreign currency or currency unit in
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which a particular Debt Security is denominated into United States dollars will
depend on various factors, including which court renders the judgment. In the
case of a Debt Security denominated in a foreign currency, or a related
Guarantee, a state court in the State of New York rendering a judgment on a
Debt Security, or on a related Guarantee, would be required under Section 27 of
the New York Judiciary Law to render such judgment in the foreign currency in
which the Debt Security is denominated, and such judgement would be converted
into United States dollars at the exchange rate prevailing on the date of entry
of the judgment.
The foregoing opinion is limited to the Federal laws of the United
States, the General Corporation Law of the State of Delaware, the laws of the
State of New York and the Commonwealth of Puerto Rico, 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, I have relied upon the
opinion, dated the date hereof, of Sullivan & Cromwell, 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.
Also, I have relied as to certain matters on information obtained from
public officials, officers of the Corporation, Financial and PIB, 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 Offered Securities" in the Prospectus contained in the Registration
Statement. In
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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
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Brunilda Santos de Alvarez