EXHIBIT 5










                                                              November 1, 2002



Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Square
Washington, DC 20549

         RE:      POPULAR, INC. FORM S-8 REGISTRATION STATEMENT

Ladies and Gentlemen:

         We are counsel to Popular, Inc. (the "Company") and have acted as
co-counsel to the Company in connection with the filing by the Company on
November 1, 2002 of its registration statement on Form S-8 (the "Registration
Statement") under the Securities Act of 1933 (the "Act") and the rules and
regulations promulgated thereunder (the "Rules and Regulations"). The
Registration Statement relates to five hundred thousand (500,000) shares of the
common stock, par value $6 per share of the Company (the "Company Stock"), which
may be allocated to the accounts of eligible employees participant in the Equity
One, Inc. Savings & Retirement Plan (the "Plan") of Equity One, Inc., a wholly
owned subsidiary of the Company, and interests therein. The Plan is subject to
the requirements of the Employee Retirement Income Security Act of 1974, as
amended ("ERISA").

         This opinion, given as of the date hereof, is based upon facts and
conditions presently known and laws and regulations presently in effect, and is
being delivered pursuant to Item 601 of Regulation S-K under the Act as required
by Item 20 of the Registration Statement.

         As co-counsel of the Company and in rendering this opinion we have
examined the Plan documents and other related written documentation as we have
deemed necessary or appropriate to provide




Securities and Exchange Commission
November 1, 2002
Page 2

a basis for the opinion set forth below. In our examination, we have assumed the
conformity to original documents submitted to us as photostatic copies, the
genuineness of all signatures and the taking of all required corporate action in
relation with the Plan.

         On the basis of the foregoing, we are of the opinion that the
provisions of the written documents constituting the Plan are in compliance with
the requirements of ERISA pertaining to such provisions.

         We are members of the bar of the Commonwealth of Puerto Rico and the
opinion set forth herein is limited to matters governed by the Federal laws of
the United States of America. This opinion is being furnished to you solely for
your benefit in connection with the filing of the Registration Statement
pursuant to the Act and the Rules and Regulations and is not to be used,
circulated, quoted, relied upon or otherwise referred to for any other purpose,
without our prior written consent. We hereby consent to the use of this opinion
as an exhibit to the Registration Statement and to the reference to this opinion
under the caption "Legal Opinions" therein.

                                         Very truly yours,



                                         /s/ Pietrantoni Mendez & Alvarez LLP