Exhibit 5.1



December 27, 2001





Intervest Bancshares Corporation
10 Rockefeller Plaza, Suite 1015
New York, New York  10020-1903

         Re:      Intervest Bancshares Corporation
                  Post Effective Amendment on Form S-2 to Registration Statement
                  on Form SB-2

Gentlemen:

         You have  requested  our opinion in  connection  with a Post  Effective
Amendment on Form S-2 to a Registration Statement on Form S-1 (the "Registration
Statement") filed by Intervest  Bancshares  Corporation (the "Company") with the
Securities and Exchange  Commission under the Securities Act of 1933, as amended
(the "Act"), in connection with the Company's issuance of up to 2,455,218 shares
of Class A Common  Stock and up to 195,000  shares of Class B Common  Stock upon
the exercise of outstanding warrants and the issuance of up to 692,308 shares of
Class A Common Stock upon the conversion of outstanding  debentures.  The shares
of Class A and Class B Common Stock  covered by the  Registration  Statement are
herein referred to as the "Shares."  Capitalized terms, unless otherwise defined
herein, shall have the meanings set forth in the Registration Statement.

         In  connection  with this opinion,  we have  examined the  Registration
Statement,  the Certificate of Incorporation  of the Company,  the Bylaws of the
Company,  Certificates of Public  Officials and Officers of the Company and such
other  documents  and records as we have deemed  necessary  or  appropriate  for
purposes of our opinion.

         Based  on  the  foregoing,   and  subject  to  the  qualifications  and
assumptions referred to herein, we are of the opinion that:

         a.   The Company is a corporation validly existing and in good standing
              under the laws of the State of Delaware.

         b.   The Shares,  when issued and delivered in the manner  comtemplated
in  the  Registration   Statement  will  be  validly  issued,   fully  paid  and
nonassessable.



         We have assumed the  authenticity  of all documents  submitted to us as
originals,  the conformity to the original documents of all documents  submitted
to us as copies, and the truth of all facts recited in all relevant documents.

         The  opinions  set forth  above are limited to the laws of the state of
New York and the federal laws of the United States.

         We hereby  consent  to the use of this  opinion  as an  exhibit  to the
Registration  Statement  and to the  reference  to this firm  under the  heading
"Legal Matters" in the prospectus included in the Registration Statement.


                                                  Very truly yours,


                                                  Harris Beach LLP


                                                  By:      /s/ Thomas E. Willett
                                                           ---------------------
                                                           Thomas E. Willett,
                                                           Member of the Firm