EXHIBIT 8

                                             November 13, 2001



Popular, Inc.,
   Popular North America, Inc.,
      c/o Popular, Inc.,
        209 Munoz Rivera Avenue,
           Hato Rey, Puerto Rico 00918.

Ladies and Gentlemen:

                  As counsel to Popular, Inc. and Popular North America, Inc.
(the "Registrants") in connection with the registration of $2,000,000,000
aggregate principal amount of Debt Securities, we hereby confirm to you our
opinions set forth under the headings "United States Taxation" in the Prospectus
Supplements each of which forms a part of the Registration Statement of the
Registrants to which this opinion is filed as an exhibit, subject to the
limitations set forth therein.

                  We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to us under the heading
"United States Taxation" in the Prospectus. In giving such consent, we do not
thereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933.

                                              Very truly yours,

                                             /s/ Sullivan & Cromwell