EXHIBIT 8.1

                    [PIETRANTONI MENDEZ & ALVAREZ LETTERHEAD]


                                February 25, 2003


Popular, Inc.
Popular Center Building
209 Munoz Rivera Ave
Hato Rey, Puerto Rico 00918

Dear Sirs:

         We have acted as counsel to Popular, Inc., a Puerto Rico corporation
(the "Company") with respect to the registration under the Securities Act of
1933, as amended (the "Act"), of up to 7,475,000 shares (the "Shares") of the
Noncumulative Monthly Income Preferred Stock, 2003 Series A, no par value per
share, of the Company.

         We have examined the prospectus supplement relating to the Shares (the
"Prospectus Supplement"), dated February 21, 2003, filed with the Securities and
Exchange Commission pursuant to Rule 424(b) under the Act and have reviewed the
summary of certain Federal and Puerto Rico income tax considerations of the
proposed offering described in the Prospectus Supplement (the "Summary")
appearing under the caption "Taxation." We have also reviewed such other
documents and instruments and have examined such questions of law as we have
considered necessary for the purpose of this opinion. In addition, we have
relied on certificates of officers of the Company as to certain factual matters.

         It is our opinion that the statements of law contained in the Summary,
subject to the limitations stated in the Summary and below, while not purporting
to discuss all Federal and Puerto Rico income tax ramifications of the offering,
are accurate statements of the principal Federal and Puerto Rico tax
consequences to the investors who purchase Shares in the offering described in
the Prospectus Supplement.

         Our opinion is based upon the review of the Prospectus Supplement and
of applicable Federal and Puerto Rico income tax statutes, regulations, rulings
and decisions, as now in effect.




A change in any of the foregoing could necessitate a change in our opinion. In
addition, our opinion pertains only to the accuracy of the statements of law
contained in the Summary. As to the statements of fact, we are relying upon your
representation that such factual matters are accurate.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement on Form S-3 (File No. 333-73242) and to the reference to
us under the heading "Taxation" in the Prospectus Supplement. In giving the
foregoing consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.



                                           Very truly yours,
                                           /s/ PIETRANTONI MENDEZ & ALVAREZ LLP