Exhibit 5
                               OPINION OF COUNSEL

                                HARRIS BEACH PLLC
                                 99 Garnsey Road
                               Pittsford, New York
                                November 10, 2006


Intervest Bancshares Corporation
One Rockefeller Plaza, Suite 400
New York, New York 10020-2002

     Re:     Intervest  Bancshares  Corporation
             Post Effective Amendment on Form S-3 to Registration Statement on
             Form SB-2

Gentlemen:

     You  have  requested  our  opinion  in  connection  with  a  Post Effective
Amendment  on  Form  S-3  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 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
to195,535  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,

                                         /s/  Harris Beach PLLC

                                         HARRIS BEACH PLLC