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EXHIBIT 5(A)
BANPONCE CORPORATION
P.O. Box 362708
San Juan, Puerto Rico 00936-2708
Telephone (787) 765-9800
January 29, 1997
BanPonce Corporation,
209 Munoz Rivera Avenue,
Hato Rey, Puerto Rico 00918.
BanPonce Financial Corp.,
521 Fellowship Road,
Mt. Laurel, New Jersey 08054.
BanPonce Trust I,
c/o BanPonce Financial Corp.,
521 Fellowship Road,
Mt. Laurel, New Jersey 08054.
BanPonce Trust II,
c/o BanPonce Financial Corp.,
521 Fellowship Road,
Mt. Laurel, New Jersey 08054.
Ladies and Gentlemen:
In connection with the registration under the Securities Act
of 1933, as amended (the "Act"), of (i) up to $150,000,000 aggregate
liquidation amount of capital securities representing beneficial ownership
interests (the "Capital Securities") in BanPonce Trust I and BanPonce Trust II
(the "Trusts"), (ii) up to $150,000,000 aggregate principal amount of junior
subordinated deferrable interest debentures (the "Debentures") to be issued by
BanPonce
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BanPonce Corporation
BanPonce Financial Corp.
BanPonce Trust I
BanPonce Trust II -2-
Financial Corp. (the "Corporation"), (iii) unconditional and irrevocable
guarantees (the "Guarantees" and each a "Guarantee") of the obligations of the
Trusts 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 obligations of the Corporation under the
Guarantees, to be issued by BanPonce Corporation (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 from time
to time 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
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BanPonce Corporation
BanPonce Financial Corp.
BanPonce Trust I
BanPonce Trust II -3-
(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 Additional 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
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BanPonce Corporation
BanPonce Financial Corp.
BanPonce Trust I
BanPonce Trust II -4-
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
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BanPonce Corporation
BanPonce Financial Corp.
BanPonce Trust I
BanPonce Trust II -5-
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 relied upon the opinion, dated of even date herewith, 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 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 and the Prospectus Supplement. 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