EXHIBIT 5

                               May 9, 1997

Texas Petrochemicals Corporation
Three Riverway, Suite 1500
Houston, TX  77056

Ladies and Gentlemen:

We acted as counsel to Texas Petrochemicals Corporation, a Texas corporation
(the "Company"), in connection with the issuance by the Company of $175,000,000
aggregate principal amount of 11 1/8% Senior Subordinated Notes due 2006 (the
"Original Notes") and $50,000,000 aggregate principal amount of 11 1/8% Series B
Senior Subordinated Notes due 2006 (the "Notes"). The Company has agreed to file
with the Securities and Exchange Commission (the "Commission") a registration
statement on Form S-1 containing a market making prospectus (the "Registration
Statement"), under the Securities Act of 1933, as amended (the "Securities
Act"), to be used by Chase Securities, Inc., an affiliate of the Company, in
connection with its market making activities.

We have examined originals or copies certified by officers of the Company of (a)
the Indenture, as supplemented and amended, dated as of July 1, 1996 (the
"Original Indenture"), by and between the Company and Fleet National Bank, as
Trustee (the "Trustee"), pursuant to which the Original Notes were issued, and
the Indenture dated as of March 1, 1997 (the "Notes Indenture") by and between
the Company and the Trustee pursuant to which the Notes were 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 each of the Original
Indenture and the Notes Indenture by a duly authorized officer of the Trustee.

Texas Petrochemicals Corporation
May 9, 1997
Page 2

Based on the foregoing, 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 Notes and the Notes have been validly authorized and
            issued, and are legally binding obligations of the Company entitled
            to the benefits of the Original Indenture and the Notes Indenture,
            respectively.

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 thereunder.

                                    Very truly yours,

                                    Bracewell & Patterson, L.L.P.