S-4/A

As filed with the Securities and Exchange Commission on July 29, 2011

Registration No. 333-173504

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

AMENDMENT NO. 2

TO

FORM S-4

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EVERTEC, INC.

and the Guarantors listed on Schedule A hereto

(Exact name of registrant as specified in its charter)

Puerto Rico	7374	66-0449729
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(I.R.S. Employer Identification Number)

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

(787) 759-9999

(Address, including zip code, and telephone number, including area code, of registrants’ principal executive offices)

Luisa Wert Serrano, Esq.

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

(787) 759-9999

(Name, address, including zip code, and telephone number, including area code, of agent for service)

With a copy to:

Rosa A. Testani, Esq.

Akin Gump Strauss Hauer & Feld LLP

One Bryant Park

New York, NY 10036

(212) 872-8115

Approximate date of commencement of proposed sale of the securities to the public: As soon as practicable after this Registration Statement becomes effective.

If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.  ¨

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.:

Large Accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x  (Do not check if a smaller reporting company)	Smaller reporting company	¨

* If applicable, place an X in the box to designate the appropriate rule provision relied upon in conducting this transaction:

Exchange Act Rule 13e-4(i) (Cross-Border Issuer Tender Offer)  ¨

Exchange Act Rule 14d-1(d) (Cross Border Third-Party Tender Offer)  ¨

The registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the registrants shall file a further amendment which specifically states that this registration statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until the registration statement shall become effective on such date as the Commission, acting pursuant to said Section 8(a), may determine.

SCHEDULE A

The primary standard industrial classification code number for the issuer and each of the guarantors listed below is 7374. The names of the guarantors, the states or jurisdictions of incorporation or organization for each guarantor, the I.R.S. employer identification number, if applicable, and the address of the principal executive office for each guarantor is listed below.

Exact name of additional registrant as specified in its charter	State or other jurisdiction of incorporation or organization	IRS employer identification no.	Address, including zip code, and telephone number, including area code, of registrant’s principal executive offices
ATH Costa Rica, S.A.	Costa Rica	N/A	Barrio Tournón Diagonal al Periódico La República, San José, Costa Rica (506) 2211 4500
ATH Panama, S.A.	Panama	N/A	Corregimiento de Bella Vista, Urb. Punta Edificio Torres las Américas Apto./Local Torre B. Piso 6 Oficina604 Distrito de Panamá Provincia de Panamá (507) 216 9200
EVERTEC Dominicana, S.A.	Dominican Republic	N/A	Calle Max Henriquez Ureña #6 Edificio CardNET, Piso 5 Ensanche Naco, Santo Domingo Dominican Republic (809) 683 3125
EVERTEC Mexico Servicios de Procesamiento, S.A. de C.V.	Mexico	N/A	Avenida Insurgentes Sur #600 Despacho 101, Colonia del Valle Delegación Benito Juárez, CP, 03100 México DF 52 (55) 5669 0603
Sense Software International Corp.	Puerto Rico	66-0551170	Cupey Center Building Road 176, Kilometer 1.3 Río Piedras, Puerto Rico (787) 282-8047
T.I.I. Smart Solutions Inc.	British Virgin Islands	N/A	Barrio Tournón Diagonal al Periódico La República, San José, Costa Rica (506) 2211 4500
Tarjetas Inteligentes Internacionales, S.A	Costa Rica	N/A	Barrio Tournón Diagonal al Periódico La República, San José, Costa Rica (506) 2211 4500
TII Smart Solutions, Sociedad Anonima	Guatemala	N/A	Avenida Reforma 7-62 Edificio Aristos Reforma Zona 9 Office 404, Ciudad de Guatemala, Guatemala (502) 2362 9404

PART II. INFORMATION NOT REQUIRED IN THE PROSPECTUS

Item 20. Indemnification of Directors and Officers

Article 1.02(b)(6) of the Puerto Rico General Corporation Law of 1995, as amended (the “PR-GCL”), provides that a corporation may include in its certificate of incorporation a provision eliminating or limiting the personal liability of members of its board of directors or governing body for breach of a director’s fiduciary duty of care. However, no such provision may eliminate or limit the liability of a director for breaching his duty of loyalty, failing to act in good faith, engaging in intentional misconduct or knowingly violating a law, paying an unlawful dividend or approving an unlawful stock repurchase or obtaining an improper personal benefit. Section 9.1 of our Amended and Restated Certificate of Incorporation contains such a provision.

Article 4.08 of the PR-GCL authorizes a Puerto Rico corporation to indemnify its officers and directors against liabilities arising out of pending or threatened actions, suits or proceedings to which such officers and directors are or may be made parties by reason of being officers or directors. Such rights of indemnification are not exclusive of any other rights to which such officers or directors may be entitled under any by-law, agreement, vote of stockholders or otherwise.

Article 2.02(n) of the PR-GCL states that every corporation created under the provisions of the PR-GCL shall have the power to reimburse to all directors and officers or former directors and officers the expenses which necessarily or in fact were incurred with respect to the defense in any action, suit or proceeding in which such persons, or any of them, are included as a party or parties for having been directors or officers of one or another corporation, pursuant to the provisions of Article 4.08 of the PR-GCL described above.

Section 9.2 of our Amended and Restated Certificate of Incorporation and Section 8.1 of our Amended and Restated Bylaws provides that our directors, officers, employees and agents shall be indemnified to the fullest extent authorized by the PR-GCL against expenses and certain other liabilities arising out of legal action brought or threatened against them for their conduct on our behalf, provided that each such person acted in good faith and in a manner that he or she reasonably believed was in or not opposed to our best interests. Indemnification by us is available in a criminal action only if such person had no reasonable cause to believe that his or her conduct was unlawful.

Section 8.2 of our Amended and Restated Bylaws provides that we will pay expenses incurred in defending any proceeding covered by Section 8.1 of our Amended and Restated Bylaws in advance of the final disposition of such proceeding; provided, that if the PR-GCL requires, we may first require an undertaking by or on behalf of any person covered by Section 9.2 to repay such amounts, if it is ultimately determined that he is not entitled to be indemnified by us.

Section 8.5 of our Amended and Restated Bylaws provides that we may maintain insurance covering certain liabilities of our officers, directors, employees and agents, whether or not we would have the power or would be required under the PG-GCL to indemnify them against such liabilities. We maintain a directors’ and officers’ liability insurance policy.

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Item 21. Exhibits and Financial Statement Schedules

(a) Exhibits

Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated June 30, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisitions, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on July 8, 2010, File No. 001-34084)
2.2**	Amendment to the Agreement and Plan of Merger, dated August 5, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, Inc.
2.3	Second Amendment to the Agreement and Plan of Merger, dated August 8, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on August 12, 2010, File No. 001-34084)
2.4	Third Amendment to the Agreement and Plan of Merger, dated September 15, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on September 21, 2010, File No. 001-34084)
2.5	Fourth Amendment to the Agreement and Plan of Merger, dated September 30, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on October 6, 2010, File No. 001-34084)
3.1**	Articles of Incorporation of EVERTEC, Inc.
3.2**	Bylaws of EVERTEC, Inc.
4.1**	Indenture, dated as of September 30, 2010, among EVERTEC, Inc., the guarantors party thereto and Wilmington Trust FSB, as trustee.
4.2**	Registration Rights Agreement, dated as of September 30, 2010, by and among EVERTEC, Inc., the guarantors party thereto and Banc of America Securities LLC, as representative of the initial purchasers.
4.3**	Form of 11% Senior Note due 2018 (included in the Indenture filed as Exhibit 4.1 to Registration Statement on Form S-4.
5.1*	Opinion of Akin Gump Strauss Hauer & Feld LLP.
5.2*	Opinion of Goldman Antonetti & Córdova, PSC.
5.3*	Opinion of Walkers.
5.4*	Opinion of Consortium – Laclé & Gutiérrez.
5.5*	Opinion of Pereyra & Asociados.
5.6*	Opinion of Consortium – Rodríguez, Archila, Castellanos, Solares & Aguilar, S.C.
5.7*	Opinion of Creel, Garcia-Cuéllar, Aiza y Enríquez, S.C.
5.8*	Opinion of Aleman, Cordero, Galindo & Lee.
10.1**	Credit Agreement, dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc., the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer

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Exhibit No.	Description
10.2**	Amendment No. 1, dated as of March 3, 2011, to Credit Agreement, dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc., the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer
10.3**	Guarantee Agreement dated as of September 30, 2010, by and among EVERTEC, Inc., the loan parties identified on the signature pages thereof and Bank of America, N.A. as administrative agent and collateral agent
10.4**	Collateral Agreement dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc., each subsidiary of EVERTEC, Inc. identified therein and Bank of America, N.A. as collateral agent
10.5	Amended and Restated Master Service Agreement, dated as of September 30, 2010, among Popular, Inc. Banco Popular de Puerto Rico and EVERTEC, Inc. (incorporated by reference to Exhibit 99.3 of Popular, Inc.’s Current Report on Form 8-K filed on October 6, 2010, File No. 001-34084 ).
10.6	Technology Agreement, made and entered into as of September 30, 2010, by and between Popular, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 99.4 of Popular, Inc.’s Current Report on Form 8-K filed on October 6, 2010, File No. 001-34084)
10.7**	Amended and Restated Independent Sales Organization Sponsorship and Services Agreement, dated as of September 30, 2010, by and between Banco Popular de Puerto Rico and EVERTEC, Inc.
10.8	IP Purchase and Sale Agreement, dated June 30, 2010, by and Popular, Inc. (and Affiliates and Subsidiaries) and EVERTEC, Inc. (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Current Report on Form 8-K filed on July 8, 2010, File. No. 001-34084)
10.9**	Consulting Agreement dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc. and Apollo Management VII, L.P.
10.10**	Consulting Agreement dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc. and Popular, Inc.
10.11**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Felix M. Villamil Pagani
10.12**	Promissory Note and Forgivable Loan, Stock Pledge Agreement, dated as of September 29, 2010, between EVERTEC, Inc. and Félix M. Villamil
10.13**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Luis O. Abreu
10.14**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Carlos J. Ramirez
10.15**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Luis G. Alvarado
10.16**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Jorge R. Hernandez
10.17**	Carib Holdings, Inc. 2010 Equity Incentive Plan
10.18**	Form of Stock Option Grant for named executive officers and certain others under Carib Holdings, Inc. 2010 Equity Incentive Plan
10.19**	Carib Holdings, Inc. Stock Option Agreement, dated as of April 5, 2011, by and between Carib Holdings, Inc. and Nathaniel Lipman

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Exhibit No.	Description
10.20**	Carib Holdings, Inc. Stock Option Agreement, dated as of April 5, 2011, by and between Carib Holdings, Inc. and Thomas M. White 2006 Trust
10.21**	Subscription Agreement, dated as of April 5, 2011, by and between Carib Holdings, Inc. and Thomas M. White 2006 Trust
10.22**	Subscription Agreement, dated as of February 11, 2011, by and between Carib Holdings, Inc. and Luis O. Abreu. This Agreement is one of six substantially identical subscription agreements and includes a schedule which identifies material details in which each agreement differs from the one that is filed herewith.
12.1**	Statement re Computation of Ratio of Earnings to Fixed Charges.
21.1**	Subsidiaries of EVERTEC, Inc.
23.1**	Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2*	Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.3*	Consent of Goldman Antonetti & Córdova, PSC (included in the opinion filed as Exhibit 5.2 to this Registration Statement).
23.4*	Consent of Walkers (included in the opinion filed as Exhibit 5.3 to this Registration Statement).
23.5*	Consent of Consortium – Laclé & Gutiérrez (included in the opinion filed as Exhibit 5.4 to this Registration Statement).
23.6*	Consent of Pereyra & Asociados (included in the opinion filed as Exhibit 5.5 to this Registration Statement).
23.7*	Consent of Consortium – Rodríguez, Archila, Castellanos, Solares & Aguilar, S.C. (included in the opinion filed as Exhibit 5.6 to this Registration Statement).
23.8*	Consent of Creel, Garcia-Cuéllar, Aiza y Enríquez, S.C. (included in the opinion filed as Exhibit 5.7 to this Registration Statement).
23.9*	Consent of Aleman, Cordero, Galindo & Lee (included in the opinion filed as Exhibit 5.8 to this Registration Statement).
24.1**	Powers of Attorney of Directors and Officers of the registrants (included on signature pages to original Registration Statement).
25.1**	Form T-1 of Wilmington Trust FSB (with respect to the 11% Senior Notes due 2018).
99.1**	Form of Letter of Transmittal.
99.2**	Form of Notice of Guaranteed Delivery.
99.3**	Form of Letter to Brokers.
99.4**	Form of Letter to Clients.

* Filed herewith

** Previously filed

(b) Financial Statement Schedules

All financial statement schedules are omitted because they are inapplicable, not required or the information has been disclosed elsewhere in the financial statements or notes thereto.

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Item 22. Undertakings

The undersigned registrants hereby undertake:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the

registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the registration statement; and

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

(i) Each prospectus filed pursuant to Rule 424(b) as part of the registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(5) That, for the purpose of determining liability of the registrant under the Securities Act of 1933 to any purchaser in the initial distribution of the securities: The undersigned registrant undertakes that in a primary offering of securities of the undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of the undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrant or used or referred to by the undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrant or its securities provided by or on behalf of the undersigned registrant; and

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(iv) Any other communication that is an offer in the offering made by the undersigned registrant to the purchaser.

The undersigned registrants hereby undertake to respond to requests for information that is included in the prospectus pursuant to Items 4, 10(b), 11, or 13 of Form S-4, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the registrant pursuant to the foregoing provisions, or otherwise, the registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of the registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Juan, Puerto Rico on the 29th day of July, 2011.

EVERTEC, INC.
By:	/s/ Félix M. Villamil
	Félix M. Villamil Chief Executive Officer

Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ Félix M. Villamil Félix M. Villamil	President, Chief Executive Officer and Director (Principal Executive Officer)	July 29, 2011
/s/ Luis O. Abreu Luis O. Abreu	Chief Financial Officer (Principal Financial and Accounting Officer)	July 29, 2011
* Marc E. Becker	Chairman of the Board and Director	July 29, 2011
* Jorge Junquera	Director	July 29, 2011
* Nathaniel J. Lipman	Director	July 29, 2011
* Matthew H. Nord	Director	July 29, 2011
* Richard L. Carrión Rexach	Director	July 29, 2011

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Signature	Title	Date
* Néstor Obie Rivera	Director	July 29, 2011
* Scott I. Ross	Director	July 29, 2011
* Thomas M. White	Director	July 29, 2011

* By:	/s/ Félix M. Villamil
	Félix M. Villamil Attorney-in-Fact

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the registrant has duly caused this Amendment No. 2 to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in San Juan, Puerto Rico on the 29th day of July, 2011.

ATH COSTA RICA, S.A.
By:	/s/ Luis O. Abreu
	Luis O. Abreu Treasurer
ATH PANAMA, S.A.
By:	/s/ Luis O. Abreu
	Luis O. Abreu Treasurer
EVERTEC DOMINICANA, S.A.
By:	/s/ Félix M. Villamil
	Félix M. Villamil President
EVERTEC MEXICO SERVICIOS DE PROCESAMIENTO, S.A. DE C.V.
By:	/s/ Luis O. Abreu
	Luis O. Abreu Treasurer
SENSE SOFTWARE INTERNATIONAL CORP.
By:	/s/ Félix M. Villamil
	Félix M. Villamil President
T.I.I. SMART SOLUTIONS INC.
By:	/s/ Félix M. Villamil
	Félix M. Villamil President
TARJETAS INTELIGENTES INTERNACIONALES, S.A.
By:	/s/ Luis O. Abreu
	Luis O. Abreu Treasurer
TII SMART SOLUTIONS, SOCIEDAD ANONIMA
By:	/s/ Félix M. Villamil
	Félix M. Villamil Sole Administrator

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Pursuant to the requirements of the Securities Act of 1933, this Amendment No. 2 to the registration statement has been signed below by the following persons in the capacities and on the dates indicated below.

Signature	Title	Date
/s/ Félix M. Villamil Félix M. Villamil	(1)	July 29, 2011
/s/ Luis O. Abreu Luis O. Abreu	(2)	July 29, 2011
* Jorge Junquera	(3)	July 29, 2011
* Richard L. Carrión Rexach	(4)	July 29, 2011
* Luisa Wert Serrano	(5)	July 29, 2011
* Carlos J. Ramírez	(6)	July 29, 2011

* By:	/s/ Félix M. Villamil
	Félix M. Villamil Attorney-in-Fact

(1) Félix M. Villamil has signed this Registration Statement as President (principal executive officer) and a director of ATH Costa Rica, S.A., ATH Panama, S.A., EVERTEC Dominicana, S.A., EVERTEC Mexico Servicios de Procesamiento, S.A., Sense Software International Corp., T.I.I. Smart Solutions Inc. (for which he also serves and principal financial and accounting officer) and Tarjetas Inteligentes Internacionales, S.A. and as sole administrator (principal executive, financial and accounting officer) of TII Smart Solutions, Sociedad Anonima, which does not have a board of directors or similar body.

(2) Luis O. Abreu has signed this Registration Statement as Treasurer (principal financial and accounting officer) and a director of ATH Costa Rica, S.A., ATH Panama, S.A., EVERTEC Dominicana, S.A., EVERTEC Mexico Servicios de Procesamiento, S.A., Sense Software International Corp. and Tarjetas Inteligentes Internacionales, S.A.

(3) Jorge Junquera has signed this Registration Statement as a director of Sense Software International Corp.

(4) Richard L. Carrión Rexach has signed this Registration Statement as a director of Sense Software International Corp.

(5) Luisa Wert Serrano has signed this Registration Statement as a director of ATH Costa Rica, S.A., EVERTEC Dominicana, S.A., ATH Panama, S.A., EVERTEC Mexico Servicios de Procesamiento, S.A. de C.V. and Tarjetas Inteligentes Internacionales, S.A.

(6) Carlos J. Ramírez has signed this Registration Statement as a director of EVERTEC Dominicana, S.A.

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Exhibit No.	Description
2.1	Agreement and Plan of Merger, dated June 30, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisitions, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on July 8, 2010, File No. 001-34084)
2.2**	Amendment to the Agreement and Plan of Merger, dated August 5, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, Inc.
2.3	Second Amendment to the Agreement and Plan of Merger, dated August 8, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on August 12, 2010, File No. 001-34084)
2.4	Third Amendment to the Agreement and Plan of Merger, dated September 15, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on September 21, 2010, File No. 001-34084)
2.5	Fourth Amendment to the Agreement and Plan of Merger, dated September 30, 2010, by and among Popular, Inc., AP Carib Holdings, Ltd., Carib Acquisition, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 2.1 of Popular, Inc.’s Current Report on Form 8-K filed on October 6, 2010, File No. 001-34084)
3.1**	Articles of Incorporation of EVERTEC, Inc.
3.2**	Bylaws of EVERTEC, Inc.
4.1**	Indenture, dated as of September 30, 2010, among EVERTEC, Inc., the guarantors party thereto and Wilmington Trust FSB, as trustee.
4.2**	Registration Rights Agreement, dated as of September 30, 2010, by and among EVERTEC, Inc., the guarantors party thereto and Banc of America Securities LLC, as representative of the initial purchasers.
4.3**	Form of 11% Senior Note due 2018 (included in the Indenture filed as Exhibit 4.1 to Registration Statement on Form S-4.
5.1*	Opinion of Akin Gump Strauss Hauer & Feld LLP.
5.2*	Opinion of Goldman Antonetti & Córdova, PSC.
5.3*	Opinion of Walkers.
5.4*	Opinion of Consortium – Laclé & Gutiérrez.
5.5*	Opinion of Pereyra & Asociados.
5.6*	Opinion of Consortium – Rodríguez, Archila, Castellanos, Solares & Aguilar, S.C.
5.7*	Opinion of Creel, Garcia-Cuéllar, Aiza y Enríquez, S.C.
5.8*	Opinion of Aleman, Cordero, Galindo & Lee.
10.1**	Credit Agreement, dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc., the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer
10.2**	Amendment No. 1, dated as of March 3, 2011, to Credit Agreement, dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc., the lenders from time to time parties thereto and Bank of America, N.A., as administrative agent, swingline lender and L/C issuer

Exhibit No.	Description
10.3**	Guarantee Agreement dated as of September 30, 2010, by and among EVERTEC, Inc., the loan parties identified on the signature pages thereof and Bank of America, N.A. as administrative agent and collateral agent
10.4**	Collateral Agreement dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc., each subsidiary of EVERTEC, Inc. identified therein and Bank of America, N.A. as collateral agent
10.5	Amended and Restated Master Service Agreement, dated as of September 30, 2010, among Popular, Inc. Banco Popular de Puerto Rico and EVERTEC, Inc. (incorporated by reference to Exhibit 99.3 of Popular, Inc.’s Current Report on Form 8-K filed on October 6, 2010, File No. 001-34084 ).
10.6	Technology Agreement, made and entered into as of September 30, 2010, by and between Popular, Inc. and EVERTEC, Inc. (incorporated by reference to Exhibit 99.4 of Popular, Inc.’s Current Report on Form 8-K filed on October 6, 2010, File No. 001-34084)
10.7**	Amended and Restated Independent Sales Organization Sponsorship and Services Agreement, dated as of September 30, 2010, by and between Banco Popular de Puerto Rico and EVERTEC, Inc.
10.8	IP Purchase and Sale Agreement, dated June 30, 2010, by and Popular, Inc. (and Affiliates and Subsidiaries) and EVERTEC, Inc. (incorporated by reference to Exhibit 10.1 of Popular, Inc.’s Current Report on Form 8-K filed on July 8, 2010, File. No. 001-34084)
10.9**	Consulting Agreement dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc. and Apollo Management VII, L.P.
10.10**	Consulting Agreement dated as of September 30, 2010, among Carib Holdings, Inc., EVERTEC, Inc. and Popular, Inc.
10.11**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Felix M. Villamil Pagani
10.12**	Promissory Note and Forgivable Loan, Stock Pledge Agreement, dated as of September 29, 2010, between EVERTEC, Inc. and Félix M. Villamil
10.13**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Luis O. Abreu
10.14**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Carlos J. Ramirez
10.15**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Luis G. Alvarado
10.16**	Employment Agreement, dated as of October 1, 2010, by and between EVERTEC, Inc. and Jorge R. Hernandez
10.17**	Carib Holdings, Inc. 2010 Equity Incentive Plan
10.18**	Form of Stock Option Grant for named executive officers and certain others under Carib Holdings, Inc. 2010 Equity Incentive Plan
10.19**	Carib Holdings, Inc. Stock Option Agreement, dated as of April 5, 2011, by and between Carib Holdings, Inc. and Nathaniel Lipman

Exhibit No.	Description
10.20**	Carib Holdings, Inc. Stock Option Agreement, dated as of April 5, 2011, by and between Carib Holdings, Inc. and Thomas M. White 2006 Trust
10.21**	Subscription Agreement, dated as of April 5, 2011, by and between Carib Holdings, Inc. and Thomas M. White 2006 Trust
10.22**	Subscription Agreement, dated as of February 11, 2011, by and between Carib Holdings, Inc. and Luis O. Abreu. This Agreement is one of six substantially identical subscription agreements and includes a schedule which identifies material details in which each agreement differs from the one that is filed herewith.
12.1**	Statement re Computation of Ratio of Earnings to Fixed Charges.
21.1**	Subsidiaries of EVERTEC, Inc.
23.1**	Consent of PricewaterhouseCoopers LLP, independent auditors.
23.2*	Consent of Akin Gump Strauss Hauer & Feld LLP (included in the opinion filed as Exhibit 5.1 to this Registration Statement).
23.3*	Consent of Goldman Antonetti & Córdova, PSC (included in the opinion filed as Exhibit 5.2 to this Registration Statement).
23.4*	Consent of Walkers (included in the opinion filed as Exhibit 5.3 to this Registration Statement).
23.5*	Consent of Consortium – Laclé & Gutiérrez (included in the opinion filed as Exhibit 5.4 to this Registration Statement).
23.6*	Consent of Pereyra & Asociados (included in the opinion filed as Exhibit 5.5 to this Registration Statement).
23.7*	Consent of Consortium – Rodríguez, Archila, Castellanos, Solares & Aguilar, S.C. (included in the opinion filed as Exhibit 5.6 to this Registration Statement).
23.8*	Consent of Creel, Garcia-Cuéllar, Aiza y Enríquez, S.C. (included in the opinion filed as Exhibit 5.7 to this Registration Statement).
23.9*	Consent of Aleman, Cordero, Galindo & Lee (included in the opinion filed as Exhibit 5.8 to this Registration Statement).
24.1**	Powers of Attorney of Directors and Officers of the registrants (included on signature pages to original Registration Statement).
25.1**	Form T-1 of Wilmington Trust FSB (with respect to the 11% Senior Notes due 2018).
99.1**	Form of Letter of Transmittal.
99.2**	Form of Notice of Guaranteed Delivery.
99.3**	Form of Letter to Brokers.
99.4**	Form of Letter to Clients.

* Filed herewith

** Previously filed

EX-5.1

Exhibit 5.1

July 29, 2011

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

Re: EVERTEC, Inc.

Registration Statement on Form S-4 (Registration No. 333-173504)

Initially Filed on April 14, 2011

Ladies and Gentlemen:

We have acted as special counsel to EVERTEC, Inc., a Puerto Rico corporation (the “Company”), and the subsidiaries of the Company named in Schedule I attached hereto (each a “Guarantor” and collectively, the “Guarantors”), in connection with the preparation and filing by the Company with the Securities and Exchange Commission of a Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to (i) up to $220,000,000 aggregate principal amount of the Company’s 11% Senior Notes due 2018 (such notes, the “Exchange Notes”) to be issued under an Indenture (the “Indenture”), dated as of September 30, 2010, among the Company, the Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”), pursuant to an exchange offer (the “Exchange Offer”) by the Company described in the Registration Statement in exchange for a like principal amount of the Company’s issued and outstanding 11% Senior Notes due 2018 (the “Old Notes”), previously issued under the Indenture and (ii) the guarantees by the Guarantors (the “Guarantees”) of the Exchange Notes pursuant to the Indenture. This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Act.

We have examined originals or certified copies of such corporate, limited liability company and other records of the Company and the Guarantors and other certificates and documents of officials of the Company, the Guarantors, public officials and others as we have deemed appropriate for purposes of this letter. We have assumed the genuineness of all signatures, the legal capacity of

EVERTEC, Inc.

July 29, 2011

Page 2

all natural persons, the corporate or other power of all persons signing on behalf of a party (other than the Company and the Guarantors), the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us as conformed, certified or reproduced copies, that the Exchange Notes will conform to the specimen thereof we have reviewed and that the Exchange Notes will be duly authenticated in accordance with the terms of the Indenture. We have also assumed the due authorization, execution, issuance and delivery of the Indenture and the Old Notes by the parties thereto, the valid existence of each party thereto (other than the Company and the Guarantors), the authentication of the Old Notes by the Trustee and that the Indenture is a valid and binding obligation of the Trustee, enforceable against the Trustee in accordance with its terms. As to various questions of fact relevant to this letter, we have relied, without independent investigation, upon certificates of public officials and certificates of officers of the Company and the Guarantors, all of which we assume to be true, correct and complete.

We are not admitted or qualified to practice law in Puerto Rico, the British Virgin Islands, Costa Rica, the Dominican Republic, Guatemala, Mexico or Panama, which represent the jurisdictions of organization of the Company and the Guarantors as identified in Schedule I attached hereto. Therefore, in rendering this opinion, we have relied upon the opinions of (i) Goldman Antonetti & Córdova, PSC, (ii) Walkers, (iii) Laclé & Gutiérrez, (iv) Pereyra & Asociados, (v) Consortium – Rodríguez, Archila, Castellanos, Solares & Aguilar, S.C., (vi) Creel, Garcia-Cuéllar, Aiza y Enríquez, S.C. and (vii) Aleman, Cordero, Galindo & Lee, each filed as of the date hereof as an exhibit to the Registration Statement, with respect to matters governed by the laws of Puerto Rico, the British Virgin Islands, Costa Rica, the Dominican Republic, Guatemala, Mexico or Panama, respectively, and our opinion is subject to each of the qualifications, exceptions, assumptions and limitations contained in such other filed opinions.

Based upon the foregoing and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that when the Registration Statement has become effective under the Act and the Indenture has been duly qualified under the Trust Indenture Act of 1939, as amended, and the Exchange Notes have been duly executed by the Company, duly authenticated by the Trustee in accordance with the terms of the Indenture, and issued and delivered by or on behalf of the Company in accordance with the terms of the Indenture against receipt of Old Notes surrendered in exchange therefor in accordance with the terms of the Exchange Offer, (i) the Exchange Notes will be valid and binding obligations of the Company, enforceable against the Company in accordance with their terms, and (ii) the Guarantees of the Guarantors will be valid and binding obligations of the Guarantors, enforceable against the Guarantors in accordance with their terms.

The opinions and other matters in this letter are qualified in their entirety and subject to the following:

A. We express no opinion herein as to the laws of any jurisdiction other than the laws of the State of New York.

B. The matters expressed in this letter are subject to and qualified and limited by (i) applicable bankruptcy, insolvency, fraudulent transfer and conveyance, reorganization, moratorium and similar laws affecting creditors’ rights and remedies generally; (ii) general principles of equity,

EVERTEC, Inc.

July 29, 2011

Page 3

including without limitation, concepts of materiality, reasonableness, good faith and fair dealing and the possible unavailability of specific performance or injunctive relief (regardless of whether considered in a proceeding in equity or at law); and (iii) securities laws and public policy underlying such laws with respect to rights to indemnification and contribution.

C. This opinion letter is limited to the matters expressly stated herein and no opinion is to be inferred or implied beyond the opinion expressly set forth herein. We undertake no, and hereby disclaim any, obligation to make any inquiry after the date hereof or to advise you of any changes in any matter set forth herein, whether based on a change in the law, a change in any fact relating to the Company, the Guarantors or any other person or any other circumstance.

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming a part of the Registration Statement under the caption “Legal Matters.” In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder.

Very truly yours,

/s/  AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

AKIN, GUMP, STRAUSS, HAUER & FELD, L.L.P.

Schedule I

Guarantor	Jurisdiction
ATH Costa Rica, S.A.	Costa Rica
ATH Panama, S.A.	Panama
EVERTEC Dominicana, S.A.	Dominican Republic
EVERTEC Mexico Servicios de Procesamiento, S.A. de C.V.	Mexico
Sense Software International Corp.	Puerto Rico
T.I.I. Smart Solutions Inc.	British Virgin Islands
Tarjetas Inteligentes Internacionales, S.A.	Costa Rica
TII Smart Solutions, Sociedad Anónima	Guatemala

EX-5.2

Exhibit 5.2

July 29, 2011

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

Re: EVERTEC, Inc.

Registration Statement on Form S-4 (Registration No. 333-173504)

Initially Filed on April 14, 2011                                                         

Ladies and Gentlemen:

We have acted as special Puerto Rico counsel to EVERTEC, Inc., a Puerto Rico corporation (“EVERTEC”), and Sense Software International Corp., a Puerto Rico corporation (“Sense” and collectively with EVERTEC, the “Companies”), in connection with the Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) filed by EVERTEC, Sense and certain other “Guarantors” identified in the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by EVERTEC of $220,000,000 aggregate principal amount of its 11% Senior Notes due 2018 (the “Exchange Securities”) and the issuance by Sense and the other Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the related Guarantees will be issued under an indenture dated as of September 30, 2010, among EVERTEC, Sense, the other Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”), (the “Indenture”) pursuant to an exchange offer by EVERTEC in exchange for a like principal amount of EVERTEC’s issued and outstanding 11% Senior Notes due 2018 (the “Old Notes”), previously issued under the Indenture. Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

We have examined the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also reviewed such corporate records of the Companies, such certificates of public officials and such other documents as we have deemed it necessary or appropriate to review for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon the recitals, statements, representations and warranties of the parties contained in the Indenture and in certificates provided pursuant to or in connection with the Indenture or otherwise provided to us, and we have made no independent inquiries or investigations.

In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:

(a) the due organization and existence of all parties to the Indenture, except to the extent that we express an opinion in Paragraph 1 below regarding the existence of the Companies,

EVERTEC, Inc.

July 29, 2011

Page 2

(b) the due authorization of the Indenture by all parties thereto, except to the extent that we express an opinion in Paragraph 2 below regarding the authorization of the Indenture by the Companies,

(c) the due execution and delivery of the Indenture by the parties thereto, in substantially the form submitted to us, duly completed in a full, accurate and consistent manner, except to the extent that we express an opinion in Paragraph 3 below regarding the execution and delivery of the Indenture by the Companies,

(d) that each of the parties to the Indenture has the legal right, power and authority to enter into the Indenture and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Companies, and

(e) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents.

Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:

1. Each of the Companies (a) is incorporated in the Commonwealth of Puerto Rico, (b) is validly existing and in good standing as a corporation under the laws of the Commonwealth of Puerto Rico, and (c) has the corporate power and authority to execute and deliver the Indenture and the Old Notes and perform its obligations thereunder.

2. The execution and delivery by the Companies of the Indenture and the Old Notes and the performance by them of their respective obligations thereunder have been duly authorized by all requisite corporate action on the part of each of the Companies.

3. The Indenture and the Old Notes have been duly executed and delivered by the Companies.

The opinions expressed herein are limited to the laws of the Commonwealth of Puerto Rico. Our opinion is rendered as of the date hereof.

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. for the purpose of rendering their opinion to you in relation to the Registration Statement.

Very truly yours,

GOLDMAN ANTONETTI & CÓRDOVA, PSC

EVERTEC, Inc.

July 29, 2011

Page 3

BY:   /s/ THELMA RIVERA

NAME:	THELMA RIVERA
TITLE:	SHAREHOLDER

EX-5.3

Exhibit 5.3

29 July 2011	Our Ref: JG/RJ/NB/B06554
EVERTEC, Inc. Cupey Center Building Road 176, Kilometer 1.3 San Juan Puerto Rico

Dear Sirs

T.I.I. SMART SOLUTIONS INC.

We have been asked to provide this legal opinion to you with regard to the laws of the British Virgin Islands in relation to the Document (as defined in Schedule 1) entered into by T.I.I. Smart Solutions Inc. (the “Company”) and in connection with the Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) filed by EVERTEC, Inc., a Puerto Rico corporation (“EVERTEC”), the Company and certain other “Guarantors” identified in the Registration Statement with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Securities Act”), relating to the issuance by EVERTEC of $220,000,000 aggregate principal amount of its 11% Senior Notes due 2018 (the “Exchange Securities”) and the issuance by the Company and the other Guarantors of guarantees with respect to the Exchange Securities to be issued under the Document.

For the purposes of giving this opinion, we have examined and relied upon the originals, copies or translations of the documents listed in Schedule 1.

In giving this opinion we have relied upon the assumptions set out in Schedule 2, which we have not independently verified.

We are British Virgin Islands Lawyers and express no opinion as to any laws other than the laws of the British Virgin Islands in force and as interpreted at the date of this opinion. We have not, for the purposes of this opinion, made any investigation of the laws, rules or regulations of any other jurisdiction. Except as explicitly stated herein, we express no opinion in relation to any representation or warranty contained in the Document nor upon the commercial terms of the transactions contemplated by the Document.

Based upon the foregoing examinations and assumptions and upon such searches as we have conducted and having regard to legal considerations which we consider relevant, and subject to the qualifications set out in Schedule 3, and under the laws of the British Virgin Islands, we give the following opinions in relation to the matters set out below.

WALKERS Page 2

1. The Company is a company duly incorporated under the International Business Companies Act, 1984 and has been re-registered under the BVI Business Companies Act, 2004 (the “Act”) and validly exists as a BVI Business Company limited by shares in the British Virgin Islands. Based solely on the Registered Agent’s Certificate referred to in Schedule 1, the Company is in good standing under the laws of the British Virgin Islands.

2. The Company has full corporate power and authority to execute and deliver the Document and to perform its obligations under the Document.

3. The Document has been duly authorised and executed and, assuming it has been delivered by the Company, constitutes the legal, valid and binding obligations of the Company enforceable in accordance with its terms.

4. In the case of a final and conclusive judgment obtained in a court of a foreign country (with which no reciprocal arrangements exist or extend such as the United States) for either a liquidated sum (not in respect of penalties or taxes or a fine or similar fiscal or revenue obligations), or in certain circumstances, for in personam non-money relief, such judgment will be recognised and enforced in the Court without any re-examination of the merits at common law, by an action commenced on the foreign judgment in the courts of the British Virgin Islands (the “Courts” and each a “Court”).

5. With reference to paragraph 4 above, in each case, the Courts would enforce the relevant judgment, in the manner set out above, provided that:

(a) the judgment had not been wholly satisfied;

(b) such court had jurisdiction in the matter and the Company either submitted to the jurisdiction of the foreign court or was resident or carrying on business within such jurisdiction and was duly served with process;

(c) in obtaining judgment there was no fraud on the part of the person in whose favour judgment was given or on the part of a court;

(d) recognition or enforcement of the judgment in the British Virgin Islands would not be contrary to public policy or for some other similar reason the judgment could not have been entertained by the Courts; and

(e) the proceedings pursuant to which judgment was obtained were not contrary to natural justice.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations promulgated thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. for the purpose of rendering their opinion to you in relation to the Registration Statement.

This opinion shall be construed in accordance with the laws of the British Virgin Islands.

Yours faithfully

/s/ WALKERS

WALKERS

WALKERS Page 3

SCHEDULE 1

LIST OF DOCUMENTS EXAMINED

1. The Certificate of Incorporation dated 13 August 1998 and Memorandum and Articles of Association (which Memorandum and Articles of Association were registered on 28 September 2010) as obtained by us from the Registry of Corporate Affairs in the British Virgin Islands pursuant to the search referred to in paragraph 3 of this Schedule below.

2. A copy of the Company’s Register of Members and Register of Directors, as obtained by us from its registered agent (the “Registered Agent”) in the British Virgin Islands (the documents in this paragraph 2 and paragraph 1 immediately above, together the “Company Records”).

3. A search of the public records of the Company on file and available for inspection at the Registry of Corporate Affairs on 29 July 2011 and the records of proceedings on file with, and available for inspection on 29 July 2011 at the High Court.

4. A copy of a certificate issued by the Registered Agent of the Company in the British Virgin Islands dated 28 September 2010.

5. A copy of a certificate issued by the Registered Agent of the Company in the British Virgin Islands dated 29 July 2011 (the “Registered Agent’s Certificate”).

6. A copy of executed written resolutions of the Board of Directors of the Company dated 30 September 2010 and a copy of executed written resolutions of the members of the Company dated 30 September 2010, (the “Resolutions”).

7. A copy of the indenture dated as of September 30, 2010, among EVERTEC, the Company, the other Guarantors and Wilmington Trust FSB, as trustee dated 30 September 2010 (the “Document”).

WALKERS Page 4

SCHEDULE 2

ASSUMPTIONS

1. There are no provisions of the laws of any jurisdiction outside the British Virgin Islands which would be contravened by the execution or delivery of the Document and, insofar as any obligation expressed to be incurred under the Document is to be performed in or is otherwise subject to the laws of any jurisdiction outside the British Virgin Islands, its performance will not be illegal by virtue of the laws of that jurisdiction.

2. The Document is within the capacity, power, and legal right of, and has been or will be duly authorised, executed and delivered by, each of the parties thereto (other than the Company).

3. The Document constitutes or, when executed and delivered, will constitute the legal, valid and binding obligations of each of the parties thereto enforceable in accordance with its terms as a matter of the laws of all relevant jurisdictions (other than the British Virgin Islands).

4. The choice of the laws of the jurisdiction selected to govern the Document has been made in good faith and will be regarded as a valid and binding selection which will be upheld in the courts of that jurisdiction and all relevant jurisdictions (other than the British Virgin Islands).

5. All authorisations, approvals, consents, licences and exemptions required by, and all filings and other steps required of each of the parties to the Document outside the British Virgin Islands to ensure the legality, validity and enforceability of the Document have been or will be duly obtained, made or fulfilled and are and will remain in full force and effect and any conditions to which they are subject have been satisfied.

6. All conditions precedent, if any, contained in the Document have been or will be satisfied or waived.

7. No Director of the Company has an interest in the transactions contemplated by the Document other than as disclosed in the Resolutions, or if any other interest does exist:

(a) the material facts of the interest are known by the members and such transactions have been unanimously approved or ratified; or

(b) the Company received fair value for the transactions.

8. The Directors of the Company (acting honestly and in good faith) consider the execution of the Document and the transactions contemplated thereby to be in the best interests of the Company.

9. On the date of execution of the Document, the Company was able to pay its debts as they became due, the Company had not failed to comply with the requirements of a statutory demand that had not been set aside under section 157 of the British Virgin

WALKERS Page 5

Islands’ Insolvency Act, 2003 (as amended) (the “Insolvency Act”), and no execution or other process issued on a judgment, decree or order of a Court in favour of a creditor of the Company has been returned wholly or partly unsatisfied (each of which would mean that the Company is “Insolvent” for the purposes of the Insolvency Act), and the transactions contemplated by the Document will not cause the Company to become Insolvent.

10. No sale, transfer, lease, exchange or other disposition of property (“Disposition”) effected by the Document nor any transaction contemplated thereby is a gift made for no consideration or for consideration the value of which, in money or money’s worth, is significantly less than the value, in money or money’s worth, of the consideration provided by the Company (an “Undervalue Transaction”), but if it is then the Company entered into the transaction in good faith and for the purposes of its business and, at the time the transaction was entered into, there were reasonable grounds for believing that the transaction would benefit the Company.

11. The transactions contemplated by the Document do not have the effect of putting a creditor of the Company into a position which, in the event of the Company going into insolvent liquidation, will be better than the position it would have been in if the transactions had not been entered into (an “Unfair Preference”), but if any of the transactions do have this effect, then such transactions are entered into in the ordinary course of business.

12. To the extent that the terms of the transactions contemplated by the Document relate to the provision of credit to the Company, and having regard to the risk accepted by the person providing the credit, the terms of the transactions are not such as to require grossly exorbitant payments to be made (whether unconditionally or in certain contingencies) in respect of the provision of credit, or which otherwise grossly contravenes ordinary principles of fair trading (an “Extortionate Credit Transaction”).

13. Any floating charge created by any of the Document has been given to secure:

(a) money advanced or paid to the Company, or at its direction, at the same time as, or after, the creation of the floating charge; or

(b) the amount of any liability of the Company discharged or reduced, at the same time as, or after, the creation of the charge; or

(c) the value of assets sold or supplied, or services supplied to the Company at the same time as, or after, the creation of the floating charge; and

(d) the interest, if any, payable on the amount referred to in (a) to (c) above, pursuant to any of the Document under which the money was advanced or paid, the liability was discharged or reduced, the assets were sold or supplied or the services were supplied.

14. The originals of all documents examined in connection with this opinion are authentic. The signatures, initials and seals on the Document are genuine and are those of a person or persons given power to execute the Document under the Resolutions or any power of attorney given by the Company to execute the

WALKERS Page 6

Document. All documents purporting to be sealed have been so sealed. All copies are complete and conform to their originals. The Document conforms in every material respect to the latest draft of the same produced to us and, where provided in successive drafts, has been marked up to indicate all changes to the Document. Any Document executed as a deed was executed as a single physical document (whether in counterpart or not) in full and final form.

15. The Memorandum and Articles of Association reviewed by us are the Memorandum and Articles of Association of the Company in force at the date hereof.

16. The Registered Agent’s Certificate and the results of the searches referred to in paragraph 3 of Schedule 1 are complete, true and accurate as at the date of this opinion and, furthermore, such searches were complete, true and accurate as at the time such searches were carried out and disclose:

(a) in the case of the Registry of Corporate Affairs, all matters which have been filed for registration in respect of the Company at the offices of the Registrar; and

(b) in the case of the High Court, all actions, suits and proceedings pending against the Company before the Courts.

17. The Company Records are complete and accurate and constitute a complete and accurate record of the business transacted and resolutions adopted by the Company and all matters required by law and the Memorandum and Articles of Association of the Company to be recorded therein are so recorded.

18. There are no records of the Company (other than the Company Records), agreements, documents or arrangements other than the documents expressly referred to herein as having been examined by us which materially affect, amend or vary the transactions envisaged in the Document or restrict the powers and authority of the Directors of the Company in any way or which would affect any opinion given herein.

19. The Resolutions have been duly executed (and where by a corporate entity such execution has been duly authorised if so required) by or on behalf of each Director, or by or on behalf of each member in respect of the member resolutions, and the signatures and initials thereon are those of a person or persons in whose name the Resolutions have been expressed to be signed.

20. The Resolutions and any power of attorney given by the Company to execute the Document remain in full force and effect and have not been revoked or varied.

21. No resolution voluntarily to wind up the Company has been adopted by the members or Directors of the Company.

22. As a matter of all relevant laws (other than the laws of the British Virgin Islands), any power of attorney given by the Company to execute the Document has been duly executed by the Company and constitutes the person named therein as the duly appointed attorney of the Company with such authority as is specified therein.

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23. Any Disposition of the assets of the Company (other than a mortgage, charge or other encumbrance or the enforcement thereof) pursuant to the Document does not amount to a disposition of more than 50 percent in value of the assets of the Company if not made in the usual or regular course of the business carried out by the Company or, if it does, such Disposition has been:

(a) approved by the Directors; and

(b) authorised by the members by resolution, and for these purposes details of the Disposition shall have been provided to the members whether or not such members were entitled to vote on the Disposition.

24. The Document does not constitute a mortgage or charge for the purposes of all relevant laws other than the laws of the British Virgin Islands.

SCHEDULE 3

QUALIFICATIONS

1. The term “enforceable” and its cognates as used in this opinion means that the obligations assumed by any party under the Document are of a type which the Courts enforce. This does not mean that those obligations will necessarily be enforced in all circumstances in accordance with its terms. In particular:

(a) enforcement of obligations and the priority of obligations may be limited by bankruptcy, insolvency, liquidation, dissolution, reorganisation, readjustment of debts, disclaimer of onerous property in liquidation or moratorium and other laws of general application relating to or affecting the rights of creditors or by prescription or lapse of time;

(b) enforcement of obligations and the priority of obligations may be limited by general principles of equity and, in particular, the availability of certain equitable remedies such as injunction or specific performance of an obligation may be limited where a Court considers damages to be an adequate remedy;

(c) claims may become barred under statutes of limitation or may be or become subject to defences of set-off, counterclaim, estoppel and similar defences;

(d) where obligations are to be performed in a jurisdiction outside the British Virgin Islands, they may not be enforceable in the British Virgin Islands to the extent that performance would be illegal under the laws of, or contrary to the public policy of, that jurisdiction;

(e) in liquidation proceedings in respect of the Company before a Court it is likely that the Court will require all debts of the Company to be proved in a common currency, which is likely to be the Company’s functional currency;

(f) to the extent that any provision of the Document is adjudicated to be penal in nature, it will not be enforceable in the Courts; in particular, the enforceability of any provision of the Document which imposes additional obligations in the event of any breach or default, or of payment or prepayment being made other than on an agreed date, may be limited to the extent that it is subsequently adjudicated to be penal in nature and not an attempt to make a reasonable pre-estimate of loss;

(g) to the extent that the performance of any obligation arising under the Document would be fraudulent or contrary to public policy, it will not be enforceable in the Courts;

(h) a Court will not necessarily award costs in litigation in accordance with contractual provisions in this regard;

(i) the effectiveness of terms in the Document excusing any party from a liability or duty otherwise owed or indemnifying that party from the consequences of incurring such liability or breaching such duty shall be construed in accordance with, and shall be limited by, applicable law, including generally applicable rules and principles of common law and equity.

2. A certificate, determination, calculation or designation of any party to the Document as to any matter provided therein might be held by a Court not to be conclusive, final and binding, notwithstanding any provision to that effect therein contained, for example if it could be shown to have an unreasonable, arbitrary or improper basis or in the event of manifest error.

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July 29, 2011

Page 2

3. If any provision of the Document is held to be illegal, invalid or unenforceable, severance of such provision from the remaining provisions will be subject to the discretion of the Courts notwithstanding any express provisions in this regard.

4. We express no opinion upon the effectiveness of any clause of the Document which provides that the terms of such Document may only be amended in writing.

5. Notwithstanding any purported date of execution in the Document, the rights and obligations therein contained take effect only on the actual execution and delivery thereof but the Document may provide that it has retrospective effect as between the parties thereto alone.

6. The obligations of the Company may be subject to restrictions pursuant to United Nations sanctions and/or measures adopted by the European Union Council for Common Foreign & Security Policy extended to the British Virgin Islands by the Order of Her Majesty in Council.

7. Persons who are not party to the Document (other than persons acting pursuant to powers contained in a deed poll) under British Virgin Islands law have no direct rights or obligations under the Document.

8. To maintain the Company in good standing under the laws of the British Virgin Islands, annual filing fees must be paid to the Registrar.

9. All powers of attorney granted by the Company in the Document must either be executed as a deed or signed by a person acting under the authority of the Company. Powers of attorney granted by a British Virgin Islands company which by their terms are expressed to be irrevocable are valid and irrevocable only if given for valuable consideration, unless such powers of attorney are expressed to be irrevocable for a fixed time not exceeding one year, in which case valuable consideration is not required for the powers of attorney to be irrevocable).

10. Where a document provides for an exclusive or non-exclusive jurisdiction clause submitting (or permitting the submission) to the jurisdiction of the British Virgin Islands, a Court may decline to accept jurisdiction in any matter where:

(a) it determines that some other jurisdiction is a more appropriate or convenient forum;

(b) another court of competent jurisdiction has made a determination in respect of the same matter; or

(c) litigation is pending in respect of the same matter in another jurisdiction.

The Courts may also stay proceedings if concurrent proceedings in respect of the same matter are or have been commenced in another jurisdiction.

11. Where a document provides for an exclusive jurisdiction clause submitting to a jurisdiction of a court other than the Courts, notwithstanding any provision of the document providing for the exclusive jurisdiction of a court other than the Courts, the Court may, if it is satisfied that it is just and equitable to allow such proceedings to continue in the British Virgin Islands:

(a) decline to stay proceedings issued in contravention of such provision; or

(b) refuse leave to serve proceedings out of the British Virgin Islands.

12. An Undervalue Transaction will be voidable if it is:

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July 29, 2011

Page 3

(a) entered into at a time when the Company is Insolvent or it causes the Company to become Insolvent (an “Insolvency Transaction”); and

(b) created within a period beginning six months prior to the date on which the application for the appointment of the liquidator to the Company was filed, where the liquidator was appointed by the Court; or the date of appointment of the liquidator, where the Company is in liquidation and the liquidator was appointed by the members, and ending on the appointment of a liquidator over the Company (the ”Vulnerability Period”). This period is extended to two years in the case of a transaction entered into with a “Connected Person”, being a person who is:

(i) a promoter of the Company;

(ii) a related company. A company is a “Related Company” if it is a subsidiary or holding company of the Company, the same person has control of both companies, or a company and the Company are both subsidiaries of the same holding company;

(iii) a Director or member of the Company or of a Related Company;

(iv) a beneficiary under a trust of which the Company is or has been a trustee;

(v) another company one of whose Directors is also a Director of the Company;

(vi) a trustee of a trust having as a beneficiary a person who is otherwise a connected person; or

(vii) a nominee, relative, spouse, or relative of a spouse, of any person referred to in qualification 12(b)(i), (iii) and (vi) above, or a person in partnership with any person referred to in qualification 12(b)(i), (iii) and (vi) above;

unless the Undervalue Transaction is entered into in good faith and for the purposes of its business, and at the time when the Company enters into the transaction there were reasonable grounds for believing that the transaction would benefit the Company. Where the Company enters into an Undervalue Transaction with a Connected Person within the Vulnerability Period, unless the contrary is proved it is presumed that the transaction is an Insolvency Transaction and that it was not entered into in good faith for the purposes of its business, or with reasonable grounds for believing that the transaction would benefit the Company.

13. Subject to Qualification 14 below, a floating charge created by the Company is voidable if it is created within the Vulnerability Period and is an Insolvency Transaction.

14. A floating charge is not voidable to the extent that it secures:

(a) money advanced or paid to the Company, or at its direction, at the same time as (or after) the creation of the charge;

(b) the amount of any liability of the Company discharged or reduced at the same time as (or after) the creation of the charge;

(c) the value of assets sold or supplied, or services supplied, to the Company at the same time as (or after) the creation of the charge; or

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July 29, 2011

Page 4

(d) the interest (if any) payable on any of the amounts referred to in this qualification 14(a)–(c) above.

If the Company creates a floating charge in favour of a Connected Person within the Vulnerability Period, unless the contrary is proved, it is presumed that the floating charge is an Insolvency Transaction.

15. An Unfair Preference entered into by the Company with a creditor will be voidable if it is an Insolvency Transaction entered into within the Vulnerability Period unless the transaction took place in the ordinary course of business. However, where such an Unfair Preference is entered into with a Connected Person, unless the contrary is proved it is presumed that the Unfair Preference is an Insolvency Transaction and that it did not take place in the ordinary course of business.

16. An Extortionate Credit Transaction will be voidable if it is entered into within the period commencing five years prior to the date on which the application for the appointment of the liquidator to the Company was filed, where the liquidator was appointed by the Court; or the date of appointment of the liquidator, where the Company is in liquidation and the liquidator was appointed by the members, and in either case ending on the appointment of a liquidator of the Company.

17. Where the Court is satisfied that an Unfair Preference, or an Undervalue Transaction, floating charge or Extortionate Credit Transaction is a voidable transaction pursuant to the provisions of the Insolvency Act, upon the application of an office holder the Court may, among other things:

(a) make an order setting aside the transaction in whole or in part; or

(b) in respect of an Unfair Preference or an Undervalue Transaction, make such order as it considers fit for restoring the position to what it would have been if the Company had not entered into that transaction (including but not limited to, requiring any asset transferred as part of the transaction to be vested in the Company, release or discharge, in whole or in part, any security interest given by the Company or the liability of the Company under the contract, require any person to pay, in respect of benefits received by him from the Company, such sums to the office holder as the Court may direct); and

(c) in respect of an Extortionate Credit Transaction, may by order provide for any one or more of the following:

(i) the variation of the terms of the transaction or the terms on which any security interest for the purposes of the transaction is held;

(ii) the payment by any person who is or was a party to the transaction to the office holder of any sums paid by the Company to that person by virtue of the transaction;

(iii) the surrender by any person to the office holder of any asset held by him as security for the purposes of the transaction; and

(iv) the taking of accounts between any persons.

EX-5.4

Exhibit 5.4

July 29, 2011

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

Re: EVERTEC, Inc.

Registration Statement on Form S-4 (Registration No. 333-173504)

Initially Filed on April 14, 2011                                                         

Ladies and Gentlemen:

We have acted as special Costa Rican counsel to ATH Costa Rica Sociedad Anonima, a Costa Rican corporation (“ATH”), and Tarjetas Inteligentes Internacionales Sociedad Anonima, a Costa Rican corporation (“Tarjetas” and together with ATH, the “Companies”), in connection with the Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) filed by EVERTEC, Inc., a Puerto Rico corporation (“EVERTEC”), the Companies and certain other “Guarantors” identified in the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by EVERTEC of $220,000,000 aggregate principal amount of its 11% Senior Notes due 2018 (the “Exchange Securities”) and the issuance by the Companies and the other Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the related Guarantees will be issued under an indenture dated as of September 30, 2010, among EVERTEC, the Companies, the other Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”), (the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

We have examined the Indenture, which—as we have been informed by EVERTEC—has been filed with the Commission as an exhibit to the Registration Statement. We have also reviewed such corporate records of the Companies, such certificates of public officials and such other documents as we have deemed it necessary or appropriate to review for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon the recitals, statements, representations and warranties of the parties contained in the Indenture and in certificates provided pursuant to or in connection with the Indenture or otherwise provided to us, and we have made no independent inquiries or investigations.

In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:

(a) the due organization and existence of all parties to the Indenture, except to the extent that we express an opinion in Paragraph 1 below regarding the existence of the Companies,

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July 29, 2011

Page 2

(b) the due authorization of the Indenture by all parties thereto, except to the extent that we express an opinion in Paragraph 2 below regarding the authorization of the Indenture by the Companies,

(c) the due execution and delivery of the Indenture by the parties thereto, in substantially the form submitted to us, duly completed in a full, accurate and consistent manner, except to the extent that we express an opinion in Paragraph 3 below regarding the execution and delivery of the Indenture by the Companies,

(d) that each of the parties to the Indenture has the legal right, power and authority to enter into the Indenture and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Companies, and

(e) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents.

Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:

1. The Companies incorporated in Costa Rica (a) are validly existing and in good standing as corporations (Sociedades Anonimas) under the law of Costa Rica and (b) have the corporate power and authority to execute and deliver the Indenture and perform their respective obligations thereunder.

2. The execution and delivery by the Companies of the Indenture and the performance by the Companies of their respective obligations thereunder have been duly authorized by all requisite corporate action on the part of the Companies.

3. The Indenture has been duly executed and delivered by the Companies.

The opinions expressed herein are limited to the laws of Costa Rica. Our opinion is rendered as of the date hereof.

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. for the purpose of rendering their opinion to you in relation to the Registration Statement.

Very truly yours,

/s/ Consortium – Laclé & Gutiérrez

Consortium – Laclé & Gutiérrez

EX-5.5

Exhibit 5.5

July 29, 2011

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

Re: EVERTEC, Inc.

Registration Statement on Form S-4 (Registration No. 333-173504)

Initially Filed on April 14, 2011                                                         

Ladies and Gentlemen:

We have acted as special Dominican counsel to EVERTEC Dominicana, S.A., a company organized and existing under the laws of the Dominican Republic (the “Company”), in connection with the Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) filed by EVERTEC, Inc., a Puerto Rico corporation (“EVERTEC”), the Company and certain other “Guarantors” identified in the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by EVERTEC of $220,000,000 aggregate principal amount of its 11% Senior Notes due 2018 (the “Exchange Securities”) and the issuance by the Company and the other Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the related Guarantees will be issued under an indenture dated as of September 30, 2010, among EVERTEC, the Company, the other Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”), (the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

We have examined the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also reviewed such corporate records of the Company, such certificates of public officials and such other documents as we have deemed it necessary or appropriate to review for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon the recitals, statements, representations and warranties of the parties contained in the Indenture and in certificates provided pursuant to or in connection with the Indenture or otherwise provided to us, and we have made no independent inquiries or investigations.

In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:

(a) the due organization and existence of all parties to the Indenture, except to the extent that we express an opinion in Paragraph 1 below regarding the existence of the Company,

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July 29, 2011

Page 2

(b) the due authorization of the Indenture by all parties thereto, except to the extent that we express an opinion in Paragraph 2 below regarding the authorization of the Indenture by the Company,

(c) the due execution and delivery of the Indenture by the parties thereto, in substantially the form submitted to us, duly completed in a full, accurate and consistent manner, except to the extent that we express an opinion in Paragraph 3 below regarding the execution and delivery of the Indenture by the Company,

(d) that each of the parties to the Indenture has the legal right, power and authority to enter into the Indenture and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Company, and

(e) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents.

Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:

1. The Company (a) is validly existing and in good standing as a corporation under the laws of the Dominican Republic and (b) has the corporate power and authority to execute and deliver the Indenture and perform its obligations thereunder.

2. The execution and delivery by the Company of the Indenture and the performance by the Company of its obligations thereunder have been duly authorized by all requisite corporate action on the part of the Company.

3. The Indenture has been duly executed and delivered by the Company.

The opinions expressed herein are limited to the laws of the Dominican Republic. Our opinion is rendered as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereinafter come to our attention or any change in the laws, rules, regulations or court decisions which may hereinafter occur.

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. for the purpose of rendering their opinion to you in relation to the Registration Statement.

Very truly yours,

/s/ Luis Miguel Pereyra, Esq.

Luis Miguel Pereyra, Esq.

EX-5.6

Exhibit 5.6

July 29, 2011

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

Re: EVERTEC, Inc.

Registration Statement on Form S-4 (Registration No. 333-173504)

Initially Filed on April 14, 2011                                                         

Ladies and Gentlemen:

We have acted as special Guatemalan counsel to TII Smart Solutions, Sociedad Anonima, a Guatemalan corporation (the “Company”), in connection with the Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) filed by EVERTEC, Inc., a Puerto Rico corporation (“EVERTEC”), the Company and certain other “Guarantors” identified in the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by EVERTEC of $220,000,000 aggregate principal amount of its 11% Senior Notes due 2018 (the “Exchange Securities”) and the issuance by the Company and the other Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the related Guarantees will be issued under an indenture dated as of September 30, 2010, among EVERTEC, the Company, the other Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”), (the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

We have examined the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also reviewed such corporate records of the Company, such certificates of public officials and such other documents as we have deemed it necessary or appropriate to review for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon the recitals, statements, representations and warranties of the parties contained in the Indenture and in certificates provided pursuant to or in connection with the Indenture or otherwise provided to us, and we have made no independent inquiries or investigations.

In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:

(a) the due organization and existence of all parties to the Indenture, except to the extent that we express an opinion in Paragraph 1 below regarding the existence of the Company,

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July 29, 2011

Page 2

(b) the due authorization of the Indenture by all parties thereto, except to the extent that we express an opinion in Paragraph 2 below regarding the authorization of the Indenture by the Company,

(c) the due execution and delivery of the Indenture by the parties thereto, in substantially the form submitted to us, duly completed in a full, accurate and consistent manner, except to the extent that we express an opinion in Paragraph 3 below regarding the execution and delivery of the Indenture by the Company,

(d) that each of the parties to the Indenture has the legal right, power and authority to enter into the Indenture and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Company, and

(e) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents.

Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:

1. TII Smart Solutions, Sociedad Anonima (the “Company”), formed in the Republic of Guatemala (a) is validly existing and in good standing as a corporation under the laws of the Republic of Guatemala and (b) has the corporate power and authority to execute and deliver the Indenture and perform its obligations thereunder.

2. The execution and delivery by the Company of the Indenture and the performance by it of its obligations thereunder have been duly authorized by all requisite corporate action on the part of the Company.

3. The Indenture has been duly executed and delivered by the Company.

The opinions expressed herein are limited to the laws of the Republic of Guatemala. Our opinion is rendered as of the date hereof.

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. for the purpose of rendering their opinion to you in relation to the Registration Statement.

Very truly yours,

/s/ Consortium – Rodríguez, Archila, Castellanos, Solares & Aguilar, S.C.

Consortium – Rodríguez, Archila, Castellanos, Solares & Aguilar, S.C.

EX-5.7

Exhibit 5.7

July 29, 2011

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

Ladies and Gentlemen:

We have acted as special Mexican counsel to EVERTEC, Inc., a Puerto Rico corporation (“Evertec”) and Evertec Mexico Servicios de Procesamiento, S.A. de C.V. (the “Company”), a Mexican variable capital corporation (sociedad anónima de capital variable), in connection with the 11% Senior Notes due 2018 previously issued by Evertec, indirect parent company of the Company, under the Indenture dated September 30, 2010 (the “Indenture”), entered into by and among Evertec, certain guarantors (the “Guarantors”), including the Company, and Wilmington Trust FSB, as trustee, as it relates to the Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) filed by Evertec and the Guarantors, including the Company, with the Securities and Exchange Commission, under the Securities Act of 1933, as amended (the “Act”), for the issuance under the Indenture by Evertec of $220,000,000 aggregate principal amount of new 11% Senior Notes due 2018 (the “Exchange Securities”), and the issuance under the Indenture by the Guarantors, including the Company, of guarantees with respect to the Exchange Securities. Capitalized terms used but not otherwise defined herein shall have the meanings assigned to them in the Indenture.

In connection with the foregoing, we have only examined copies of the following documents as in effect as of September 30, 2010:

(a) the Indenture, which we assume remains in full force and effect as of the date hereof; and

(b) public deed number 53,239, dated March 7, 2008, granted before Mr. Roberto Courtade Bevilacqua, Notary Public number 132, of the Federal District, which contains the incorporation deed (acta constitutiva) (the “Incorporation Deed”) and by-laws (estatutos sociales) (the “By-Laws”) of the Company, which we assume remain in full force and effect as of the date hereof, and the powers of attorney granted by the Company in favor of the individuals executing the Indenture (the “Powers of Attorney”), which we also assume remain in full force and effect.

As to questions of fact material and other matters pertaining to this opinion, we have relied, with your permission, upon certificates and representations and warranties made by you and by the Company and/or your, or its, officers, advisers or representatives, including representations made in or pursuant to the Indenture.

In such examinations we have assumed, with your permission, without independent verification of any kind, the legal capacity and authority of all individuals or representatives executing any document, the genuineness of all signatures, the authenticity and sufficiency of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as certified or conformed copies, photocopies or facsimiles.

In addition, with your permission, we have assumed, (a) that each party to the Indenture that is not incorporated under the laws of the United Mexican States (“Mexico”) (i) has been duly organized, is validly existing, and where applicable, is in good standing under the laws of its jurisdiction of organization; and (ii) has all requisite organizational and other powers and authority to execute and deliver, and to perform its obligations under, the Indenture; (b) that each party to the Indenture that is not incorporated under the laws of Mexico has the legal power and authority to act in the capacity or capacities in which it is to act thereunder; (c) that to the extent that the Indenture is governed by laws other than the laws of Mexico, it constitutes the legal, valid, binding and enforceable obligation of each party thereto in accordance with its terms; and (e) that all the parties to the Indenture are in compliance with their covenants and agreements contained therein.

We express no opinion as to any laws other than the laws of Mexico, and we have assumed that there is nothing in the law of any other jurisdiction that affects our opinion which is delivered based only upon Mexican applicable law as of the date hereof. In particular, we have made no independent investigation of the laws of the United States of America or any jurisdiction thereof as a basis for the opinion stated herein and do not express or imply any opinion on or based on the criteria or standards provided for in such laws.

-2-

Based upon the foregoing, and subject to (i) the assumption that the Indenture, the Incorporation Deed and the Powers of Attorney remain in full force and effect as of the date hereof and on the same terms as in September 30, 2010; and (ii) other examinations, assumptions and qualifications set forth herein, we are of the opinion that:

1. The Company has been duly incorporated and is validly existing as a sociedad anónima de capital variable under the laws of Mexico.

2. On September 30, 2010, the Company had the corporate power and authority to execute the Indenture and assume its obligations thereunder.

3. On September 30, 2010, the Indenture was duly executed and delivered by the Company.

4. The execution and delivery by the Company of the Indenture on September 30, 2010, the performance of its obligations thereunder and the guarantee issued by the Company in connection with the Exchange Securities, were duly authorized by all requisite corporate action.

The foregoing opinions are subject to the following qualifications:

(a) enforcement of the Indenture may be limited by concurso mercantil, bankruptcy, suspension of payments, insolvency, liquidation, reorganization, moratorium, tax, labor and other similar laws of general application relating to or affecting the rights of creditors generally and public policy of Mexico;

(b) in any proceedings brought to the courts of Mexico for the enforcement of the Indenture against the Company or a foreign judgment thereunder, a Mexican court would apply Mexican procedural law in such proceedings, as well as Mexican laws on statute of limitations and expiration (prescripción y caducidad). We express no opinion as to the enforceability of a foreign judgment arising from any suit or claim brought once the Mexican statute of limitation or expiration periods have elapsed;

(c) in the event that proceedings are brought to Mexico seeking performance of the obligations of the Company in Mexico, pursuant to Mexican Monetary Law (Ley Monetaria de los Estados Unidos Mexicanos), the Company may discharge its obligations by paying any sums due in a currency other than Mexican currency, in Mexican currency at the rate of exchange prevailing in Mexico and fixed by Banco de México on the date when payment is made; provisions purporting to limit the ability of the Company to discharge its obligations as described above, or purporting to any party an additional course of action seeking indemnity or compensation for possible deficiencies arising or resulting from variations in rates of exchange, may be unenforceable in Mexico;

(d) provisions of the Indenture granting discretionary authority to any party thereto, cannot be exercised in a manner inconsistent with relevant facts nor defeat any requirement from a competent authority to produce satisfactory evidence as to the basis of any determination. In addition, under Mexican law, the parties will have the right to contest in court any determination, notice or certificate purporting to be conclusive and binding;

(e) in the event that any legal proceedings are brought to the courts of Mexico, a Spanish translation of the documents required in such proceedings prepared by a court-approved translator would have to be approved by the court after the defendant had been given an opportunity to be heard with respect to the accuracy of the translation, and proceedings would thereafter be based upon the translated documents;

(f) we express no opinion as to the enforceability of any provision contained in the Indenture that purports to bind any person not a party thereto;

(g) in any concurso mercantil or bankruptcy proceeding initiated in Mexico pursuant to the laws of Mexico, labor claims, claims of tax authorities for unpaid taxes, claims of secured creditors up to the value of their respective collateral, litigation costs, fees and expenses of the mediator (conciliador), receiver (síndico) and visitor (visitador), Social Security quotas, Workers’ Housing Fund quotas and Retirement Fund quotas, will have priority over claims of the holders of the Exchange Securities;

(h) with respect to provisions contained in the Indenture in connection with service of process, it should be noted that service of process by mail or in an address other than the legal address of the party being served does not constitute personal service of process under Mexican law and, since such service of process is considered to be a basic procedural requirement, if service of process is made by mail or in an address other than the legal address of the party being served, a final judgment based on such process would not be enforced by the courts of Mexico;

(i) undertakings or covenants of the Company which purport to bind it on matters reserved by law to shareholders or partners, or which purport to bind shareholders or partners to vote or refrain from voting their shares or partnership interests issued by the Company, are not enforceable under Mexican law;

(j) Mexican law does not permit the collection of interest-on-interest and, consequently, relevant provisions of the Indenture relating to the payment of interest-on-interest may be unenforceable in Mexico;

(k) there is doubt as to the enforceability, in original actions in Mexican courts, of liabilities predicated in whole or in part upon the civil or criminal liability provisions of United States of America federal or state securities laws;

(l) no treaty exists between the United States of America and Mexico for the reciprocal enforcement of foreign judgments. There is doubt as to the enforceability in Mexican courts of judgments rendered by United States courts in actions predicated in whole or in part upon the civil or criminal liability provisions of United States federal or state securities laws;

(m) provisions in the Indenture to the effect that the obligations of the Company are those of a principal obligor and not merely a surety, and that its obligations will not be discharged nor its liabilities be affected by the illegality, invalidity or unenforceability of, or any defect in any provisions of the Indenture or any of the obligations of the parties thereunder, may be unenforceable under Mexican law. Therefore, it should be noted that upon the lack of genuineness, validity or enforceability of the obligations of the parties under the Indenture, the guarantees granted by the Company shall be equally affected and may be unenforceable in a proceeding before Mexican courts;

(n) under Mexican law, the extension or the granting of grace periods to the principal obligor, any modification of a guaranteed obligation that would increase any obligation of the guarantor, or the novation of the principal obligation, would require the consent of the guarantor. Therefore, note should be taken that the obligations of the Company under the guarantees that it granted might not be enforced by Mexican courts if the guaranteed obligations are extended, increased or novated without the Company’ consent;

(o) under Mexican law, obligations of the Company under the guarantees that it granted set forth in the Indenture may be subject to certain benefits and defenses available to Mexican guarantors, including, but not limited to, benefits of orden, excusión, división, quita, novación, espera and modificación;

(p) we express no opinion as to the legality, validity or enforceability of any provision in the Indenture relating to choice of governing law to the extent that the legality, validity or enforceability of any such provision is to be determined by courts other than the courts of Mexico;

(q) under Mexican law, in order to have a valid and binding submission to jurisdiction, all parties to the relevant agreement must (i) submit to a specific jurisdiction (or jurisdictions); and (ii) clearly and expressly waive their rights to any other jurisdiction to which any of them may be entitled to by reason of their present or future domicile or otherwise; and

(r) the Indenture lacks a jurisdiction clause that complies with the enforceability requirements set forth in Mexican Law, therefore we express no opinion on whether the Company, can be sued in, and brought to any court outside of Mexico in connection with disputes and claims arising under the Indenture.

We are admitted to practice only in Mexico and express no opinion as to matters governed by any laws other than the Federal laws of Mexico in effect on the date hereof. This opinion does not cover any matters arising under the laws of the State of New York or the federal laws of the United States of America.

-3-

This opinion is addressed to you solely for your benefit in connection with the transactions contemplated under the Indenture only as it relates to the Registration Statement, and it is not to be transferred to anyone else nor is it to be used or relied upon by anyone else or for any other purpose or quoted or referred to in any public documents or filed with anyone (except as provided below) without our prior written consent.

This opinion speaks only as of the date hereof, and we expressly disclaim any responsibility to advise you or any other person of any development or circumstance of any kind, including any change of law or fact that may occur after the date hereof. This opinion is provided to you solely as an opinion and not as a guaranty or warranty of the matters discussed herein. No opinion may be inferred or implied beyond the matters expressly stated herein.

To the extent required under applicable law, we hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P., for the purpose of rendering their opinion to you in relation to the Registration Statement.

Very truly yours,

/s/ Creel, García-Cuéllar, Aiza y Enríquez, S.C.

Creel, García-Cuéllar, Aiza y Enríquez, S.C.

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EX-5.8

Exhibit 5.8

July 29, 2011

EVERTEC, Inc.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

Re: EVERTEC, Inc.

Registration Statement on Form S-4 (Registration No. 333-173504)

Initially Filed on April 14, 2011                                                         

Ladies and Gentlemen:

We, ALEMAN, CORDERO, GALINDO & LEE, a law firm duly qualified to practice law in the Republic of Panama, have been requested to issue a legal opinion with respect to ATH PANAMA, S.A. (the “Company”), in connection with the Registration Statement on Form S-4, as amended (File No. 333-173504) (the “Registration Statement”) filed by EVERTEC, Inc., a Puerto Rico corporation (“EVERTEC”), the Company and certain other “Guarantors” identified in the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to the issuance by EVERTEC of $220,000,000 aggregate principal amount of its 11% Senior Notes due 2018 (the “Exchange Securities”) and the issuance by the Company and the other Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Securities. The Exchange Securities and the related Guarantees will be issued under an indenture dated as of September 30, 2010, among EVERTEC, the Company, the other Guarantors and Wilmington Trust FSB, as trustee (the “Trustee”), (the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

We have examined the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also reviewed such corporate records of the Company, such certificates of public officials and such other documents as we have deemed it necessary or appropriate to review for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon the recitals, statements, representations and warranties of the parties contained in the Indenture and in certificates provided pursuant to or in connection with the Indenture or otherwise provided to us, and we have made no independent inquiries or investigations.

In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:

(a) the due organization and existence of all parties to the Indenture, except to the extent that we express an opinion in Paragraph 1 below regarding the existence of the Company,

EVERTEC, Inc.

July 29, 2011

Page 2

(b) the due authorization of the Indenture by all parties thereto, except to the extent that we express an opinion in Paragraph 2 below regarding the authorization of the Indenture by the Company,

(c) the due execution and delivery of the Indenture by the parties thereto, in substantially the form submitted to us, duly completed in a full, accurate and consistent manner, except to the extent that we express an opinion in Paragraph 3 below regarding the execution and delivery of the Indenture by the Company,

(d) that each of the parties to the Indenture has the legal right, power and authority to enter into the Indenture and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Company, and

(e) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents.

Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:

1. The Company incorporated in the Republic of Panama (a) is validly existing and in good standing as a corporation under the laws of the Republic of Panama and (b) has the corporate power and authority to execute and deliver the Indenture and perform its obligations thereunder.

2. The execution and delivery by the Company of the Indenture and the performance by the Company of its obligations thereunder have been duly authorized by all requisite corporate action on the part of the Company.

3. The Indenture has been duly executed and delivered by the Company.

The opinions expressed herein are limited to the laws of the Republic of Panama. Our opinion is rendered as of the date hereof.

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. for the purpose of rendering their opinion to you in relation to the Registration Statement.

Very truly yours,

/s/ ALEMAN, CORDERO, GALINDO & LEE

ALEMAN, CORDERO, GALINDO & LEE

CORRESP

SEC Letter

 

 

CORRESP

EVERTEC, INC.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

July 29, 2011

BY EDGAR

Securities and Exchange Commission

Division of Corporation Finance

100 F Street, N.E.

Washington, D.C. 20549

Attention: Mark P. Shuman

Re: EVERTEC, Inc.

Registration Statement on Form S-4 (File No. 333-173504), as amended

Dear Mr. Shuman:

Pursuant to Rule 461 under the Securities Act of 1933, as amended, EVERTEC, Inc., a Puerto Rico corporation, hereby requests acceleration of the effectiveness of the above-referenced Registration Statement to 2:00 p.m. (EDT) on Tuesday, August 2, 2011 or as soon thereafter as practicable.

Very truly yours,
EVERTEC, INC.
By:	/s/ Félix M. Villamil
	Name:   Félix M. Villamil
	Title:     President and Chief Executive Officer