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FIDDLER GONZALEZ & RODRIGUEZ, LLP
BANCO BILBAO VIZCAYA BUILDING
254 MUNOZ RIVERA AVENUE
6TH FLOOR
HATO REY, PUERTO RICO 00918
EXHIBIT 5
October 24, 2000
First BanCorp.
1519 Ponce De Leon Avenue
San Juan, Puerto Rico 00908-0146
Dear Sirs:
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, of First BanCorp. (the "Company") 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, as your counsel, have examined such
documents, corporate records and other instruments, and such questions of law,
as we have deemed necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, we are of the opinion that when the
Registration Statement shall have been declared effective, the certificate of
resolutions containing the designation of the relative rights and preferences of
the Shares has been duly filed with the Department of State of the Commonwealth
of Puerto Rico, the Shares have been issued in accordance with the authorization
of the Board of Directors of the Company, and when the Shares have been duly
countersigned by the Company's transfer agent and registrar and sold and
delivered as contemplated by the Registration Statement and the Underwriting
Agreement referred to therein, the Shares will be duly authorized and validly
issued, fully-paid and nonassessable when delivered against payment therefor.
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
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First BanCorp.
October 24, 2000
Page 2
or other jurisdiction other than the laws of the Commonwealth of Puerto Rico and
the Federal laws of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the heading "Legal
Matters" in the Prospectus contained in the Registration Statement. In giving
the foregoing consent, we do not hereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Fiddler Gonzalez & Rodriguez, LLP
