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EXHIBIT 5(A)
POPULAR, INC.
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918
May 12, 1997
The Board of Directors
Popular, Inc.
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
Popular North America, Inc.
521 Fellowship Road
Mt. Laurel, New Jersey 08054
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 "Popular
Senior Debt Securities"), subordinated debt securities (the "Popular
Subordinated Debt Securities") and shares of preferred stock, without par value
(the "Popular Preferred Stock"), of Popular, Inc., a Puerto Rico corporation
(the "Corporation"), (ii) senior debt securities (the "PNA Senior Debt
Securities") of Popular North America, Inc., a Delaware corporation ("PNA"),
bearing the unconditional guarantees (the "PNA Senior Debt Guarantees") of the
Corporation, subordinated debt securities (the "PNA Subordinated Debt
Securities") of PNA, bearing the unconditional guarantees (the "PNA
Subordinated Debt Guarantees") of the Corporation, and shares of preferred
stock, par value $.0l per share (the "PNA Preferred Stock") of PNA, bearing the
unconditional guarantees (the "PNA Preferred Stock Guarantees") of the
Corporation, and (iii) senior debt securities (the "PIB Senior Debt
Securities") of Popular International Bank,
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Inc., a Puerto Rico corporation ("PIB"), bearing the unconditional guarantees
(the "PIB Senior Debt Guarantees") of the Corporation, subordinated debt
securities (the "PIB Subordinated Debt Securities") of PIB, bearing the
unconditional guarantees (the "PIB Subordinated Debt Guarantees") of the
Corporation, and shares of preferred stock, par value $25.00 per share (the
"PIB Preferred Stock") of PIB, bearing the unconditional guarantees (the "PIB
Preferred Stock Guarantees") of the Corporation (the Popular Senior Debt
Securities, the Popular Subordinated Debt Securities, the PNA Senior Debt
Securities, the PNA Subordinated Debt Securities, the PIB Senior Debt
Securities and the PIB Subordinated Debt Securities are sometimes collectively
referred to herein as the "Debt Securities"; the PNA Senior Debt Guarantees,
the PNA Subordinated Debt Guarantees, the PNA Preferred Stock Guarantees, the
PIB Senior Debt Guarantees, the PIB Subordinated Debt Guarantees and the PIB
Preferred Stock Guarantees are sometimes collectively referred to herein as the
"Guarantees"; and the Debt Securities, the Popular Preferred Stock, the PNA
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 $1,000,000,000. 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 terms of the Popular Senior Debt Securities and of their issuance and
sale have been duly established in conformity with the indenture relating to
the Popular Senior Debt Securities, as supplemented (the "Popular 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 Corporation, and the Popular
Senior Debt Securities have been duly executed and authenticated in accordance
with the Popular Senior Indenture and issued and
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sold as contemplated in the Registration Statement, the Popular 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 terms of the Popular Subordinated Debt Securities and of their issuance and
sale have been duly established in conformity with the indenture relating to
the Popular Subordinated Debt Securities (the "Popular 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 Popular Subordinated Debt
Securities have been duly executed and authenticated in accordance with the
Popular Subordinated Indenture and issued and sold as contemplated in the
Registration Statement, the Popular 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 terms of the PNA Senior Debt Securities and of the PNA Senior Debt
Guarantees and of their issuance and sale have been duly established in
conformity with the indenture relating to the PNA Senior Debt Securities and
the PNA Senior Debt Guarantees, as supplemented (the "PNA 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 PNA or the Corporation and so as to
comply with any requirement or restriction imposed by any court or governmental
body having jurisdiction over PNA or the Corporation, the PNA Senior Debt
Securities have been duly executed and authenticated and the PNA Senior Debt
Guarantees have been duly executed, each in accordance with the PNA Senior
Indenture, and the PNA Senior Debt Securities and the PNA Senior Debt
Guarantees have been issued and sold as contemplated in the Registration
Statement, the PNA Senior Debt Securities will constitute valid and legally
binding obligations of PNA and
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the PNA Senior Debt 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 PNA Subordinated Debt Securities and the PNA
Subordinated Debt Guarantees (the "PNA Subordinated Indenture") has been duly
executed and delivered, the terms of the PNA Subordinated Debt Securities and
of the PNA Subordinated Debt Guarantees and of their issuance and sale have
been duly established in conformity with the PNA 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 PNA or the Corporation and so as to comply
with any requirement or restriction imposed by any court or governmental body
having jurisdiction over PNA or the Corporation, the PNA Subordinated Debt
Securities have been duly executed and authenticated and the PNA Subordinated
Debt Guarantees have been duly executed, each in accordance with the PNA
Subordinated Indenture, and the PNA Subordinated Debt Securities and the PNA
Subordinated Debt Guarantees have been issued and sold as contemplated in the
Registration Statement, the PNA Subordinated Debt Securities will constitute
valid and legally binding obligations of PNA and the PNA Subordinated Debt
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.
(vi) When the Registration Statement has become effective under the
Act, the indenture relating to the PIB Senior Debt Securities and the PIB
Senior Debt Guarantees (the "PIB Senior Indenture") has been duly executed and
delivered, the terms of the PIB Senior Debt Securities and of the PIB Senior
Debt Guarantees and of their issuance and sale have been duly established in
conformity with the PIB 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 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
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executed and authenticated and the PIB Senior Debt Guarantees have been duly
executed, each in accordance with the PIB Senior Indenture, and the PIB Senior
Debt Securities and the PIB Senior Debt Guarantees 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
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, the indenture relating to the PIB Subordinated Debt Securities and the PIB
Subordinated Guarantees (the "PIB Subordinated Indenture") has been duly
executed and delivered, the terms of the PIB Subordinated Debt Securities and
of the PIB Subordinated Debt Guarantees 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 Guarantees have been duly executed, each in accordance with the PIB
Subordinated Indenture, and the PIB Subordinated Debt Securities and the PIB
Subordinated Debt Guarantees 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
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.
(viii) When the Registration Statement has become effective under the
Act, a certificate with respect to the Popular 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 Popular
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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 any court or governmental body having
jurisdiction over the Corporation, all regulatory consents or approvals for the
issuance and sale of the Popular Preferred Stock have been obtained and the
Popular Preferred Stock has been duly issued and sold as contemplated by the
Registration Statement, the Popular Preferred Stock will be validly issued,
fully paid, and nonassessable.
(ix) 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 terms of the PIB Preferred Stock
Guarantees have been duly approved by the Board of Directors or other
authorized officials of the Corporation and 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.
(x) When the Registration Statement has become effective under the
Act, a certificate of designations with respect to the PNA Preferred Stock has
been duly filed and recorded with the Secretary of State of the State of
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Delaware, the terms of the PNA Preferred Stock and of its issue and sale have
been duly established in conformity with PNA's certificate of incorporation, as
amended, so as not to violate any applicable law or result in a default under
or breach of any agreement or instrument binding upon PNA or the Corporation
and so as to comply with any requirement or restriction imposed by any court or
governmental body having jurisdiction over PNA or the Corporation, all
regulatory consents or approvals for the issuance and sale of the PNA Preferred
Stock and for the issuance of the PNA Preferred Stock Guarantees have been
obtained, when the terms of the PNA Preferred Stock Guarantees have been duly
approved by the Board of Directors or other authorized officials of the
Corporation and the PNA Preferred Stock Guarantees have been duly executed, and
the PNA Preferred Stock and the PNA Preferred Stock Guarantees have been duly
issued and sold as contemplated by the Registration Statement, the PNA
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 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 judgment 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 and 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.
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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, PNA and PIB, and other sources
believed by me to be responsible, and I have assumed that each of the Popular
Senior Indenture, the Popular Subordinated Indenture and the PNA Senior
Indenture has been duly authorized, executed and delivered by the respective
Trustee thereunder, assumptions which I have not independently verified.
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 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
Brunilda Santos de Alvarez
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