Exhibit 5.1
April 18, 1997
BanPonce Corporation
000 Xxxxx Xxxxxx Xxxxxx
Xxxx Xxx, Xxxxxx Xxxx 00000
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933
(the "Act") of up to 1,267,391 shares (the "Securities") of Common Stock, par
value $6.00 per share, including attached rights to purchase Series A
Participating Cumulative Preferred Stock, of BanPonce Corporation, a Puerto
Rico corporation (the "Company"), issuable in connection with the Stock
Purchase Agreement, dated as of December 6, 1996 (the "Agreement"), by and
among the Company, National Bancorp, Inc. ("NBI") and the shareholders of NBI
(the "Sellers"), I, as your counsel, have examined such corporate records,
certificates and other documents, and such questions of law, as I have
considered necessary or appropriate for the purposes of this opinion. Upon
the basis of such examination, I advise you that, in my opinion:
When the registration statement relating to the Securities (the
"Registration Statement") has become effective under the Act, and the
Securities to be issued in connection with the Agreement have been duly issued
and delivered as contemplated by the Agreement, the Securities will be validly
issued, fully paid and nonassessable.
The foregoing opinion is limited to the Federal laws of the United
States and the laws of the Commonwealth of Puerto Rico, and I am expressing no
opinion as to the effect of the laws of any other jurisdiction.
Also, I have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by me to
be responsible.
I hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to me under the heading "Legal
Matters" in the Prospectus. In giving such consent, I do not thereby admit
that I am in the category of persons whose consent is required under Section 7
of the Act.
Xxxxxxxxx,
/s/ Xxxxxxxx Xxxxxx de Xxxxxxx
Xxxxxxxx Xxxxxx xx Xxxxxxx
Senior Vice President &
Legal Counsel
