Exhibit 5.1


April 29, 2004





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 501,465 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 589,061 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 contemplated 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


Enc.