EXHIBIT 8
                   [PIETRANTONI MENDEZ & ALVAREZ LETTERHEAD]

                                                              October 31, 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") and Popular Capital Trust I, a Delaware statutory trust (the
"Trust") with respect to the registration under the Securities Act of 1933, as
amended (the "Act"), of 12,000,000 of the 6.70% Cumulative Monthly Income Trust
Preferred Securities (the "Capital Securities") of the Trust, and an aggregate
principal amount of $300,000,000 of the 6.70% Junior Subordinated Debentures,
Series A, due November 1, 2033, of the Company (the "Debentures").

         We have examined the prospectus supplement relating to the Capital
Securities (the "Prospectus Supplement"), dated October 27, 2003, filed with
the Securities and Exchange Commission pursuant to Rule 424(b) under the Act
and have reviewed the summary of the material Federal and Puerto Rico income
tax considerations of the proposed offering described in the Prospectus
Supplement (the "Summary") appearing under the caption "Certain Tax
Considerations." 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 material Federal and Puerto Rico
tax consequences to the investors who purchase Capital Securities 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 Nos.
333-108559 and 333-108559-04) and to the reference to us under the heading
"Certain Tax Considerations" 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