August 26, 1998



MetroCorp Bancshares, Inc.
9600 Bellaire Blvd, Suite 252
Houston, Texas 77036

Gentlemen:

We have acted as counsel for MetroCorp Bancshares, Inc., a Texas corporation 
("Company"), in connection with the Registration Statement on Form S-1 
(Registration No. 333-                ), as amended, filed by the Company 
under the Securities Act of 1933, as amended ("Registration Statement"), with 
respect to up to a maximum of 1,600,000 shares of common stock, $1.00 par 
value ("Common Stock"), of the Company to be issued pursuant to an 
Underwriting Agreement dated ________, 1998 between the Company and Legg 
Mason Wood Walker, Incorporated (the "Underwriting Agreement").

In such capacity we are familiar with the Articles of Incorporation, as 
amended, and the Amended and Restated Bylaws of the Company, the Registration 
Statement and the Underwriting Agreement and have examined all statutes, 
records, instruments and documents as we have deemed necessary for 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 originals, the conformity to original documents and 
records of all documents and records submitted to us as copies and the 
truthfulness of all statements of fact contained therein.

Based on the foregoing and subject to the limitations and assumptions 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.


MetroCorp Bancshares, Inc.
September 1, 1998
Page 2


     2.   The shares of Common Stock proposed to be sold pursuant to the 
Underwriting Agreement will, when issued in accordance with the terms 
thereof, be validly issued, fully paid and nonassessable.

We hereby consent to the filing of this opinion with the Securities and 
Exchange Commission as an exhibit to the Registration Statement and to the 
reference to us under the caption "Legal Matters."

                              Very truly yours,




                              Bracewell & Patterson, L.L.P.


WTL/bev