<PAGE> 1
FIDDLER GONZALEZ & RODRIGUEZ, LLP
BANCO BILBAO VIZCAYA BUILDING
254 MUNOZ RIVERA AVENUE
6TH FLOOR
HATO REY, PUERTO RICO 00918
EXHIBIT 8
October 24, 2000
First BanCorp.
1519 Ponce De Leon Avenue
San Juan, Puerto Rico 00908-0146
Dear Sirs:
We have acted as counsel to First BanCorp. (the "Company") in
connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of up to 3,000,000 shares (the "Shares") of Noncumulative Perpetual
Monthly Income Preferred Stock, Series B, $1.00 par value per share, to be
registered under the Act pursuant to the Company's Registration Statement on
Form S-3, to be filed with the Securities and Exchange Commission on September
8, 2000, as amended (the "Registration Statement").
We have examined the prospectus contained in the Registration Statement
(the "Prospectus") and we have reviewed the discussion of certain Federal and
Puerto Rico income tax considerations of the proposed offering described in the
Prospectus (the "Tax Discussion") appearing under the captions "Taxation,"
"Puerto Rico Taxation" and "United States Taxation." We have also reviewed such
other documents and instruments and have examined such questions of law as we
have considered necessary for the purposes of this opinion. In addition, we have
relied on certificates of officers of the Company as to certain factual matters.
The Tax Discussion represents our opinion regarding the material
Federal and Puerto Rico tax consequences described therein.
Our opinion is based upon the review of the Prospectus 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
<PAGE> 2
First BanCorp.
October 24, 2000
Page 2
the accuracy of the statements of law contained in the Tax Discussion. As to
statements of fact, we are relying on your representation that such factual
statements are accurate.
We are members of the Bar of the Commonwealth of Puerto Rico. The
opinions expressed above are limited to the laws of the Commonwealth of Puerto
Rico and any applicable Federal laws and we do not purport to be experts in, or
to render any opinions with respect to, the laws of any state or other
jurisdiction other than the laws of the Commonwealth of Puerto Rico and the
Federal laws of the United States of America.
Very truly yours,
/s/ Fiddler Gonzalez & Rodriguez, LLP
