EXHIBIT 8.1

                        [LETTERHEAD OF PATTON BOGGS LLP]




September 10, 2003





R&G Financial Corporation
280 Jesus T. Pinero Avenue
San Juan, Puerto Rico 00918

R&G Capital Trust III
280 Jesus T. Pinero Avenue
San Juan, Puerto Rico 00918



Ladies and Gentlemen:


This opinion is being provided to you in our capacity as special tax counsel to
R&G Financial Corporation, a Puerto Rico chartered financial holding company
("R&G Financial"), and to R&G Capital Trust III, a Delaware statutory business
trust (the "Trust") relating to, among other things, the issuance by the Trust
of 4,000,000 [ %] Fixed Rate Cumulative Monthly Income Trust Preferred
Securities, liquidation amount $25 per security (the "Preferred Securities"),
representing undivided beneficial interests in the assets of the Trust pursuant
to the Amended and Restated Declaration of Trust, dated the date hereof (the
"Amended Declaration"), among R&G Financial as the sponsor, Wilmington Trust
Company, as Property and Delaware Trustee and an Administrative Trustee.

Concurrently with the Trust's issuance of the Preferred Securities, R&G
Financial will purchase all of the Trust's common securities (the "Common
Securities"), representing 3% of the Trust's total assets. The Trust will use
the proceeds from sale of the Common and Preferred Securities to purchase from
R&G Financial an aggregate principal amount of $103,092,800 [ %] Fixed Rate
junior subordinated debentures of R&G Financial due in 2033 (the "Junior
Subordinated Debentures").

In connection with our opinion, we have examined executed copies of (i) the
Declaration of Trust of the Trust dated July 22, 2003, (ii) the Amended
Declaration, (iii) the Indenture relating to the issuance of the Junior
Subordinated Debentures dated the date hereof (the "Indenture") among R&G
Financial and the Wilmington Trust Company as the Indenture Trustee, (iv) a
specimen of the Preferred Securities, (v) a specimen of the Common Securities
and (vi) a specimen of the Junior Subordinated Debentures (together, the
"Operative Documents"). In addition, we have made such



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investigations of law and fact as we have deemed appropriate as a basis for the
opinion expressed below.

In such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such documents. We
also have assumed the due execution and delivery, pursuant to due authorization,
of all the documents presented to us for our review, and that each such document
is enforceable against each of the parties to such document in accordance with
the terms of such document. In addition, we have made such investigations of
such matters of law as we deemed appropriate as a basis for the opinions
expressed below.

In rendering the opinions set forth below, we have made certain assumptions as
outlined below. Any changes in these assumptions could cause us to modify our
opinion. We have assumed the following:

         1.       R&G Financial will adhere to and comply with all the terms of
                  the Indenture and the Amended Declaration.

         2.       The Indenture will not be amended or modified to allow the
                  Trust's initial investment in the Junior Subordinated
                  Debentures to be replaced or otherwise varied during the
                  Trust's existence.

         3.       The Common Securities will be held exclusively by R&G
                  Financial either directly or through an affiliate and not
                  otherwise transferred or offered for sale.

Based upon the foregoing, we are of the opinion that:

         1.       The Junior Subordinated Debentures will be classified for
                  United States federal income tax purposes as indebtedness of
                  R&G Financial.

         2.       The Trust will be classified for United States federal income
                  tax purposes as a grantor trust and not as an association
                  taxable as a corporation.

Our opinion is based on the U.S. Internal Revenue Code of 1986, as amended,
Treasury regulations promulgated thereunder, and administrative and judicial
interpretations thereof, all as of the date hereof and all of which are subject
to change, possibly on a retroactive basis. An opinion of tax counsel is not
binding upon the IRS or the courts. No rulings have been or are expected to be
sought from the IRS with respect to any of the transactions described herein and
no assurance can be given that the IRS will not take contrary positions.
Moreover, no assurance can be given that the opinions expressed herein will not
be challenged by the IRS or, if challenged, that such a challenge would be
unsuccessful.

In rendering the foregoing opinions, we express no opinion as to the laws of any
jurisdiction other than the federal income tax laws of the United States. This
opinion will not be updated for subsequent changes or modifications to
applicable laws and regulations or to the judicial and



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administrative interpretations thereof. This opinion is rendered only to those
to whom it is addressed and to initial purchasers of the Preferred Securities.
It may not be relied upon in connection with any transactions other than the
transactions contemplated herein. This opinion may not be relied upon for any
other purpose, or relied upon by any other person, firm, or corporation for any
purpose without our express written consent.



Very truly yours,

/s/ PATTON BOGGS LLP
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PATTON BOGGS LLP