Attached files
file | filename |
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8-K - FORM 8-K - POPULAR, INC. | g22962e8vk.htm |
EX-1 - EX-1 - POPULAR, INC. | g22962exv1.htm |
EX-10 - EX-10 - POPULAR, INC. | g22962exv10.htm |
EX-5.1 - EX-5.1 - POPULAR, INC. | g22962exv5w1.htm |
EX-3.1 - EX-3.1 - POPULAR, INC. | g22962exv3w1.htm |
Exhibit 5.2
April 19, 2010
Popular, Inc.,
209 Muñoz Rivera Avenue,
San Juan, Puerto Rico 00918.
209 Muñoz Rivera Avenue,
San Juan, Puerto Rico 00918.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933 (the Act) of 46,000,000
depositary shares (the Depositary Shares), each representing 1/40th of a share of Contingent
Convertible Perpetual Non-Cumulative Preferred Stock, Series D (the Securities), of Popular,
Inc., a Puerto Rico corporation (the Company), to be issued pursuant to the Deposit Agreement,
dated as of April 19, 2010 (the Deposit Agreement), among you, The Bank of New York Mellon, as
depositary (the Depositary) and the holders from time to time of the receipts (the Depositary
Receipts) evidencing the Depositary Shares described therein, we, as your counsel, have examined
such corporate records, certificates and other documents, and such questions of law, as we have
considered necessary or appropriate for the purposes of this opinion. Upon the basis of such
examination, we advise you that, in our opinion, when the Securities have been duly delivered to
the Depositary and when the Depositary Receipts evidencing the Depositary Shares have been duly
issued against deposit of the Securities in accordance with the Deposit Agreement, the Depositary
Receipts evidencing the Depositary Shares will be validly issued and will entitle the holders
thereof to the rights specified in the Depositary Shares and the Deposit Agreement, subject to
bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors rights and to general equity principles.
The foregoing opinion is limited to the Federal laws of the United States and the laws of the
State of New York, and we are expressing no opinion as to the effect of the laws of any other
jurisdiction.
Also, we have relied as to certain matters on factual information obtained from public
officials, officers of the Company and other sources believed by us to be responsible, and we have
assumed that the Deposit Agreement has been duly authorized, executed and delivered by the parties
thereto and that the Deposit Agreement constitutes
Popular, Inc. | -2- |
a valid and legally binding obligation of the
Depositary enforceable in accordance with its terms.
We hereby consent to the filing of this opinion as an exhibit to the Registration Statement
and to the references to us under the heading Validity of Preferred Stock and Depositary Shares
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 Act.
Very
truly yours,
/s/ Sullivan & Cromwell LLP
/s/ Sullivan & Cromwell LLP