Exhibit 5.1 Page 1 of 2

June 30, 1999

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

Re:     Intervest Bancshares Corporation
Registration Statement on Form SB-2

Gentlemen:

         You have  requested  our opinion in  connection  with a  Post-Effective
Amendment  to  a  Registration   Statement  on  Form  SB-2  (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 warrants for the purchase of up to
1,732,683  shares of Class A Common  Stock and 150,000  shares of Class B Common
Stock (the "Warrants"),  as well as 2,616,348 shares of Class A Common Stock and
200,000  shares of Class B Common Stock that may be issued upon  exercise of the
Warrants  and  608,696  shares of Class A Common  Stock that may be issued  upon
conversion of outstanding  debentures.  The Class A Common Stock and the Class B
Common  Stock  are  herein  collectively  referred  to as  the  "Common  Stock."
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 Warrants constitute the legal, valid and binding obligations of the
         Company.

c.       When shares of Common  Stock which are  issuable  upon  exercise of the
         Warrants  have been  issued  and  delivered  upon any  exercise  of the
         Warrants in accordance  with the terms of the Warrants,  such shares of
         Common  Stock  will  be  duly  and  validly  issued,   fully  paid  and
         nonassessable.

d.       When  shares of Common  Stock which are  issuable  upon  conversion  of
         debentures  have been issued and delivered  upon any  conversion of the
         debentures in accordance with the terms of the debentures,  such shares
         of  Common  Stock  will be duly  and  validly  issued,  fully  paid and
         nonassessable.




                                                         Exhibit 5.1 Page 2 of 2


         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 states of
Delaware and 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 & Wilcox, LLP


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


        Enc.