1
                                                                    EXHIBIT 8(c)





                                  May 23, 1997




Popular, Inc.
209 Munoz Rivera Avenue
Hato Rey, Puerto Rico 00918

Dear Sirs:

         We have acted as your counsel in connection with the registration under
the Securities Act of 1933 (the "Act") of up to $1,000,000,000 aggregate initial
offering price, or the equivalent thereof in other currencies or currency units,
of Medium Term Notes, Series 3 (the "Notes") of Popular, Inc., and hereby
confirm to you our opinion as set forth under the heading "United States
Taxation" in the Prospectus Supplement, dated May 23, 1997, relating to the
Notes.

         We hereby consent to the filing with the Securities and Exchange
Commission of this letter as an exhibit to Registration Statement No. 333-26941
and the reference to us in the above-mentioned Prospectus Supplement under the
heading "United States Taxation". In giving such 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/ MC CONNELL VALDES