EXHIBIT 5.1



                        FIDDLER GONZALEZ & RODRIGUEZ, LLP
                          BANCO BILBAO VIZCAYA BUILDING
                             254 MUNOZ RIVERA AVENUE
                                    6TH FLOOR
                           HATO REY, PUERTO RICO 00918







                                January 16, 2002

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 2,300,000 shares (the "Shares") of Noncumulative
Perpetual Monthly Income Preferred Stock, Series D, $1.00 par value per share.
The Shares to be offered and sold are being registered pursuant to the Company's
shelf Registration Statement on Form S-3 filed with the Securities and Exchange
Commission on December 21, 2001 (SEC File No. 333-75682) (the "Registration
Statement"), as amended by Pre-Effective Amendment No.1 to be filed by the
Company with the SEC on or about January 16, 2002. In connection with such
representation as your counsel, we 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, including but not
limited to, the prospectus supplement relating to the Shares contained in the
Registration Statement (the "Prospectus Supplement").

         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.





First BanCorp.
January 16, 2002
Page 2


         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.

         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 Supplement 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