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                                                                     EXHIBIT 5.0

                                   Law Offices
                            KELLEY DRYE & WARREN LLP
                             1200 19TH Street, N.W.
                                    Suite 500
                             Washington, D.C. 20036
                            Telephone (202) 955-9600

                                February 16, 2001


Board of Directors
R&G Financial Corporation
280 Jesus T. Pinero Avenue
Hato Rey, Puerto Rico 00918

         Re: Registration Statement on Form S-3

Ladies and Gentlemen:

         In connection with the registration under the Securities Act of 1933,
as amended (the "Act"), of up to 2,300,000 shares of Noncumulative Perpetual
Monthly Income Preferred Stock, Series C ($25 liquidation preference per share)
("Series C Preferred Stock") of R&G Financial Corporation, a Puerto Rico
corporation (the "Corporation"), we have been requested to render our opinion as
your special counsel as to the validity of the Series C Preferred Stock.

         In connection with this opinion, we have examined such corporate
records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. We have
relied as to all matters of fact upon written or oral representations of
certificates of officers of the Corporation and public officials, and we have
assumed the accuracy of all statements of fact therein without any independent
investigation thereof.

         The opinion which we render herein is limited to those matters governed
by the federal laws of the United States as of the date hereof. We assume no
obligation to revise or supplement the opinions rendered herein should the
above-referenced laws be changed by legislative or regulatory action, judicial
decision or otherwise. We are members of the District of Columbia bar and do not
express any opinion as to the laws of any other jurisdiction. In rendering the
opinion herein, we have relied with your permission on the opinion of McConnell
Valdes of even date herewith with respect to the corporation laws of the
Commonwealth of Puerto Rico. We express no opinion as to compliance with Puerto
Rico securities or "blue sky" laws and the opinions set forth herein are
qualified in that respect.

         Based on the foregoing, and subject to the assumptions, qualifications
and limitations set forth herein, as of the date hereof we are of the opinion
that, when the Registration Statement has become effective under the Act, the
certificate of resolution containing the designation of the relative rights and
preferences of the Series C Preferred Stock has been duly filed with the
Department of State of the Commonwealth of Puerto Rico, and the Series C
Preferred Stock has been issued and delivered as contemplated in the
Registration Statement, the shares of the Series C Preferred Stock will have
been duly authorized and validly issued and will be fully paid and
non-assessable when delivered against payment therefore.

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         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to us under the heading "Legal
Matters" in the prospectus included in the Registration Statement. 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,

                                        KELLEY DRYE & WARREN LLP



                                        By /s/ Norman B. Antin
                                          --------------------------------------
                                          Norman B. Antin, a Partner


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