EXHIBIT 5
                                  April 3, 1997

Texas Petrochemicals Corporation
Three Riverway, Suite 1500
Houston, Texas 77015

Ladies and Gentlemen:

We have acted as counsel to Texas Petrochemicals Corporation (the "Company"), a
Texas corporation, in connection with the offer by the Company to exchange
$1,000 principal amount at final maturity of its 11 1/8% Series B Exchange
Senior Subordinated Notes due 2006 (the "Exchange Notes") for each $1,000
principal amount at final maturity of its 11 1/8% Series B Senior Subordinated
Notes due 2006 (the "Original Series B Notes"), of which an aggregate of
$50,000,000 principal amount is outstanding (the "Exchange Offer"). The Company
has filed with the Securities and Exchange Commission (the "Commission") a
registration statement on Form S-4 with respect to the Exchange Offer (the
"Registration Statement"), under the Securities Act of 1933, as amended (the
"Securities Act").

We have examined originals or copies certified by officers of the Company of (a)
the Indenture dated as of March 1, 1997 (the "Indenture"), by and between the
Company and Fleet National Bank, as Trustee (the "Trustee"), pursuant to which
the Original Series B Notes were issued and the Exchange Notes will be issued,
(b) the Articles of Incorporation, as amended, of the Company, (c) the Bylaws of
the Company, (d) certified copies of certain resolutions adopted by the Board of
Directors of the Company, and (e) such other documents and records as we have
deemed necessary and relevant for the purposes hereof. In addition, we have
relied on certificates of officers of the Company and of public officials and
others as to certain matters of fact relating to this opinion and have made such
investigations of law as we have deemed necessary and relevant as a basis
hereof. We have assumed the genuineness of all signatures, the authenticity of
all documents and records submitted to us as copies, the conformity to authentic
original documents and records of all documents and records submitted to us as
copies, and the truthfulness of all statements of fact contained therein. We
have also assumed the due execution and delivery of the Indenture by a duly
authorized officer of the Trustee.

Texas Petrochemicals Corporation
April 3, 1997
Page 2

Based on the foregoing, and subject to the limitations, assumptions and
qualifications set forth herein, and having due regard for such legal
considerations as we deem relevant, we are of the opinion that:

     1.   the Company is a corporation duly incorporated, validly existing and
          in good standing under the laws of the State of Texas; and

     2.   the Original Series B Notes and the Exchange Notes have been validly
          authorized and issued, and (subject to the Registration Statement
          becoming effective, the Indenture being qualified under the Trust
          Indenture Act of 1939 and any state securities or Blue Sky laws being
          complied with) when (i) the Exchange Notes have been duly executed by
          duly authorized officers of the Company, (ii) the Exchange Notes have
          been duly authenticated by the Trustee under the Indenture, and (iii)
          the Original Series B Notes have been validly tendered and not
          withdrawn and have been received and accepted by the Company, all in
          accordance with the terms of the Exchange Offer as set forth in the
          Registration Statement, the Exchange Notes issued in exchange for the
          Original Series B Notes in accordance with the terms of the Exchange
          Offer will be validly issued and legally binding obligations of the
          Company, entitled to the benefits of the Indenture.

We advise you that members of this firm own less than 0.5% of the outstanding
common stock of Texas Petrochemical Holdings, Inc., the parent corporation of
the Company.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5
to the Registration Statement and to the references to our firm under the
heading "Legal Matters" in the Prospectus included in the Registration
Statement. By giving such consent, we do not admit that we are experts with
respect to any part of the Registration Statement, including this Exhibit,
within the meaning of the term "expert" as used in the Securities Act or the
rules and regulations of the Commission issued thereunder.

                                    Very truly yours,

                                    Bracewell & Patterson, L.L.P.