EX-5.7 8 d359053dex57.htm OPINION OF ALEMAN, CORDERO, GALINDO & LEE <![CDATA[Opinion of Aleman, Cordero, Galindo & Lee]]>

Exhibit 5.7

July 13, 2012

EVERTEC, LLC

EVERTEC Finance Corp.

Cupey Center Building

Road 176, Kilometer 1.3

San Juan, Puerto Rico 00926

 

Re:

   EVERTEC, LLC and EVERTEC Finance Corp.
   Registration Statement on Form S-4 (Registration No. 333-182006)
   Initially Filed on June 8, 2012                                                             

Ladies and Gentlemen:

We, ALEMAN, CORDERO, GALINDO & LEE, a law firm duly qualified to practice law in the Republic of Panama, have been requested to issue a legal opinion with respect to ATH PANAMA, S.A. (the “Company”), in connection with the Registration Statement on Form S-4, as amended (File No. 333-182006) (the “Registration Statement”) filed by EVERTEC, LLC, a Puerto Rico limited liability company, Evertec Finance Corp. a Puerto Rico corporation (together the “Co-Issuers”), the Company and certain other Guarantors identified in the Registration Statement with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Act”), relating to (i) the issuance by the Co-Issuers of US$40,000,000 aggregate principal amount of its 11% Senior Notes due 2018 (the “Exchange Notes”) and the issuance by the Company and the other Guarantors of guarantees (the “Guarantees”) with respect to the Exchange Notes. The Exchange Notes and the related Guarantees will be issued under an indenture dated as of September 30, 2010, as supplemented on April 17, 2012 and May 7, 2012, among the Co-Issuers, the Company, the other Guarantors and Wilmington Trust, National Association, as trustee (the “Trustee”), (the “Indenture”). Capitalized terms used but not otherwise defined herein shall have the meanings assigned thereto in the Indenture.

We have examined the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement. We have also reviewed such corporate records of the Company, such certificates of public officials and such other documents as we have deemed it necessary or


EVERTEC, LLC

EVERTEC Finance Corp.

July 13, 2012

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appropriate to review for purposes of this opinion letter. As to factual matters, we have assumed the correctness of and relied upon the recitals, statements, representations and warranties of the parties contained in the Indenture and in certificates provided pursuant to or in connection with

the Indenture or otherwise provided to us, and we have made no independent inquiries or investigations.

In making such examination and in expressing our opinions, we have further assumed, without investigation or inquiry:

 

  (a) the due organization and existence of all parties to the Indenture, except to the extent that we express an opinion in Paragraph 1 below regarding the existence of the Company;

 

  (b) the due authorization of the Indenture by all parties thereto, except to the extent that we express an opinion in Paragraph 2 below regarding the authorization of the Indenture by the Company;

 

  (c) the due execution and delivery of the Indenture by the parties thereto, in substantially the form submitted to us, duly completed in a full, accurate and consistent manner, except to the extent that we express an opinion in Paragraph 3 below regarding the execution and delivery of the Indenture by the Company;

 

  (d) that each of the parties to the Indenture has the legal right, power and authority to enter into the Indenture and to consummate the transactions contemplated thereby, except to the extent that we express an opinion in Paragraph 1 below regarding the corporate power and corporate authority of the Company; and,

 

  (e) that all signatures on any executed documents furnished to us are genuine, all original documents submitted to us are authentic originals and all certified or other reproductions of documents submitted to us conform to the original documents.

Based upon the foregoing and subject to the assumptions, limitations and qualifications herein set forth, we are of the opinion that:

 

  1. The Company incorporated in the Republic of Panama (a) is validly existing and in good standing as a corporation under the laws of the Republic of Panama and (b) has the corporate power and authority to execute and deliver the Indenture and perform its obligations thereunder.

 


EVERTEC, LLC

EVERTEC Finance Corp.

July 13, 2012

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  2. The execution and delivery by the Company of the Indenture and the performance by the Company of its obligations thereunder have been duly authorized by all requisite corporate action on the part of the Company.

 

  3. The Indenture has been duly executed and delivered by the Company.

The opinions expressed herein are limited to the laws of the Republic of Panama. Our opinion is rendered as of the date hereof.

We hereby consent to the filing of copies of this opinion as an exhibit to the Registration Statement and to the use of our name in the prospectus forming part of the Registration Statement under the caption “Legal Matters”. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act and the rules and regulations thereunder. This opinion may also be relied upon by Akin, Gump, Strauss, Hauer & Feld, L.L.P. for the purpose of rendering their opinion to you in relation to the Registration Statement.

 

Very truly yours,

ALEMAN, CORDERO, GALINDO & LEE

/s/ Arturo Gerbaud de la G.

Arturo Gerbaud de la G.