EXHIBIT 5.1

                        [Letterhead of Patton Boggs LLP]


September 24, 2004


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

R&G Capital Trust VI
R&G Capital Trust VII
R&G Capital Trust VIII
c/o R&G Financial Corporation
R&G Plaza
280 Jesus T. Pinero Avenue
San Juan, Puerto Rico 00918

         Re:      Registration Statement on Form S-3

         Ladies and Gentlemen:

         We have acted as counsel for R&G Financial Corporation, a Puerto Rico
corporation ("R&G"), and R&G Capital Trust VI, a Delaware statutory trust
("Trust VI"), R&G Capital Trust VII, a Delaware statutory trust ("Trust VII"),
and R&G Capital Trust VIII, a Delaware statutory trust ("Trust VIII") and
together with Trust VI and VII, the "Trusts," and together with R&G, the
"Registrants"), in connection with the registration pursuant to a registration
statement on Form S-3 (the "Registration Statement") filed by the Registrants
with the Securities and Exchange Commission under the Securities Act of 1933, as
amended (the "Act"), of $500,000,000 aggregate principal amount of

         (a)      Senior Debt Securities of R&G (the "Senior Debt Securities"),
                  to be issued pursuant to an Indenture, to be entered into
                  between R&G and Wilmington Trust Company, as Trustee;

         (b)      Subordinated Debt Securities of R&G (the "Subordinated Debt
                  Securities") to be issued pursuant to an Indenture, to be
                  entered into between R&G and Wilmington Trust Company, as
                  Trustee;

         (c)      Junior Subordinated Debt Securities of R&G (the "Junior
                  Subordinated Debt Securities", and together with the Senior
                  Debt Securities and the Subordinated Debt Securities, the
                  "Debt Securities"), to be issued pursuant to an Indenture, to
                  be entered into between R&G and Wilmington Trust Company, as
                  Trustee;



September 24, 2004
Page 2


         (d)      Preferred Stock, par value $0.10 per share, of R&G (the
                  "Preferred Stock"), in one or more series;

         (e)      Common Stock, par value $0.10 per share, of R&G (the "Common
                  Stock");

         (f)      Trust Preferred Securities representing beneficial ownership
                  interests in the assets of each Trust (the "Trust Preferred
                  Securities"), to be issued by the Trusts; and

         (g)      The Guarantees by R&G of the obligations of each Trust under
                  the Trust Preferred Securities, to be issued by the Trusts
                  (the "Guarantees").

         The Debt Securities, Preferred Stock, Common Stock and Guarantees are
collectively referred to as the "Securities".

         In connection with the issuance of this opinion, we have examined
originals or copies, certified or otherwise identified to our satisfaction, of:

         (i)      the Registration Statement, and all exhibits thereto;

         (ii)     the Amended and Restated Certificate of Incorporation of R&G,
                  as presently in effect;

         (iii)    the Bylaws of R&G, as presently in effect; and

         (iv)     certain resolutions of the Board of Directors of R&G adopted
                  at a meeting duly held on September 8, 2004 relating to the
                  issuance and sale of the Securities and related matters.

         We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of R&G and such agreements,
certificates of public officials, certificates of officers or other
representatives of R&G, and such other documents, certificates and records as we
have deemed necessary or appropriate as a basis for the opinions set forth
herein.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to any facts material
to the opinions expressed herein which were not independently established or
verified, we have relied upon oral or written statements and representations of
officers and other representatives of R&G.

         Based upon and subject to the foregoing, we are of the opinion that:

         1. With respect to any series of Debt Securities (the "Offered Debt
Securities"), when (i) the Board of Directors or any duly appointed Pricing
Committee has taken all necessary corporate action to fix and determine the
terms of the Offered Debt Securities in conformity with




September 24, 2004
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the applicable Indenture, applicable law, the Amended and Restated Certificate
of Incorporation or Bylaws of R&G and all agreements or instruments that are
binding upon R&G; and (ii) the Offered Debt Securities have been duly executed
and authenticated in accordance with the terms of the applicable Indenture and
duly delivered to the purchasers thereof upon payment of the agreed-upon
consideration therefor, the issuance and sale of the Offered Debt Securities
(including any Offered Debt Securities duly issued upon exchange or conversion
of any shares of Preferred Stock that are exchangeable or convertible into Debt
Securities) will have been duly authorized, and the Offered Debt Securities will
be valid and binding obligations of R&G entitled to the benefits of the
applicable Indenture, except to the extent that enforcement thereof may be
limited by (1) bankruptcy, insolvency, reorganization, moratorium, fraudulent
conveyance or other similar laws now or hereafter in effect relating to
creditors' rights generally, (2) general principles of equity (regardless of
whether enforceability is considered in proceeding at law or in equity), and (3)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.

         2.       With respect to the shares of any series of Preferred Stock
(the "Offered Preferred Stock"), when (i) the Board of Directors or any duly
appointed Pricing Committee has taken all necessary corporate action to fix and
determine the terms of the Offered Preferred Stock and authorize their issuance
and sale in accordance with R&G's Amended Restated Certificate of Incorporation,
including the adoption of a Certificate of Designation for such Preferred Stock
in the form required by applicable law; (ii) such Certificate of Designation has
been duly filed with the Department of State of the Commonwealth of Puerto Rico;
(iii) certificates representing the shares of the Offered Preferred Stock have
been manually signed by an authorized officer of the transfer agent and
registrar for the Preferred Stock and registered by such transfer agent and
registrar, and delivered to the purchasers thereof; and (iv) R&G receives the
consideration per share of the Offered Preferred Stock in such amount as may be
determined by the Board of Directors or any duly appointed Pricing Committee
(including any Offered Preferred Stock duly issued upon exchange or conversion
of any Offered Debt Securities that are exchangeable or convertible into Offered
Preferred Stock), the issuance and sale of the shares of Offered Preferred Stock
will have been duly authorized, and such shares will be validly issued, fully
paid and nonassessable.

         3.       With respect to the shares of Common Stock (the "Offered
Common Stock"), when (i) the Board of Directors or any duly appointed Pricing
Committee has taken all necessary corporate action to fix and determine the
terms of the Offered Common Stock and authorize their issuance and sale in
accordance with R&G's Amended Restated Certificate of Incorporation, (ii)
certificates representing the shares of the Offered Common Stock have been
manually signed by an authorized officer of the transfer agent and registrar for
the Common Stock and registered by such transfer agent and registrar, and
delivered to the purchasers thereof; and (iv) R&G receives consideration per
share of the Offered Common Stock in such amount as may be determined by the
Board of Directors or any duly appointed Pricing Committee (including any
Offered Common Stock duly issued upon exchange or conversion of any Offered Debt
Securities or Offered Preferred Stock that are exchangeable or convertible into
Offered Common Stock), the issuance and sale of the shares of Offered Common
Stock will have been duly authorized, and such shares will be validly issued,
fully paid and nonassessable.



September 24, 2004
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         4.       With respect to the Guarantees to be issued pursuant to
Guarantee Agreements to be entered into by R&G with Wilmington Trust Company
with respect to each Trust, when each Guarantee Agreement has been duly executed
and delivered by R&G and the Trustee, the Guarantee Agreement will constitute a
valid and binding obligation of R&G, enforceable against R&G in accordance with
its terms, except to the extent that enforcement thereof may be limited by (1)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally, (2) general principles of equity (regardless of whether
enforceability is considered in proceeding at law or in equity), and (3)
governmental authority to limit, delay or prohibit the making of payments
outside the United States or in foreign currency or composite currency.

         The opinion which we render herein is limited to those matters governed
by the laws of the State of Delaware and New York and 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. In
rendering the opinions herein, we have relied with your permission on the
opinion of McConnell Valdez, Puerto Rico counsel to R&G of even date herewith
with respect to the corporation laws of the Commonwealth of Puerto Rico. We
express no opinion as to compliance with the "blue sky" laws of any jurisdiction
and the opinions set forth herein are qualified in that respect. We understand
that you have received an opinion regarding the Trust Preferred Securities from
Richards, Layton & Finger, P.A., special Delaware counsel for R&G and the
Trusts. We are expressing no opinion with respect to the matters contained in
such opinion.

         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 forming part of the Registration Statement and any
supplement thereto. 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.

Sincerely,


PATTON BOGGS LLP

/s/ Patton Boggs LLP
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