1
                                                                       EXHIBIT 5

                          [LETTERHEAD OF POPULAR, INC.]





                                   May 9, 2001



Board of Directors
Popular, Inc.
209 Munoz Rivera Avenue
San Juan, Puerto Rico 00918

Dear Sirs:

         As Executive Vice President and General Counsel to Popular, Inc. a
Puerto Rico corporation (the "Company"), I have been requested to render this
opinion for filing as Exhibit 5 to the Company's registration statement on Form
S-8, which is being filed with the Securities and Exchange Commission (the
"Registration Statement").

         The Registration Statement covers 5,000,000 shares (the "Shares") of
Common Stock, which may be sold by the Company upon the exercise of options to
be granted pursuant to the Company's 2001 Stock Option Plan (the "Plan") filed
as Exhibit 4.4 to the Registration Statement.

         I have examined the Company's Restated Certificate of Incorporation,
the Company's By-Laws, as amended, the Plan, and related minutes of action taken
by the Board of Directors and stockholders of the Company and such other
documents and records as I have deemed appropriate. In the foregoing
examination, I have assumed the genuineness of all signatures, the authenticity
of all documents submitted to me as originals and the conformity to originals of
all documents submitted to me as certified or reproduced copies of originals.

         Based upon the foregoing, I am of the opinion that:

         1. The Plan and the Shares have been duly authorized by requisite all
corporate action on the part of the Company.

         2. When the Shares are sold in the manner and for the consideration
described in the Plan, the Shares will be validly issued, fully paid and
non-assessable.



   2


Popular, Inc.
May 9, 2001
Page 2


         I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, I do not thereby admit
that I am within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended.

                                             Very truly yours,



                                             /s/ Brunilda Santos de Alvarez