EXHIBIT 5.1

                       Opinion of Rogers & Whitley, L.L.P.





                            ROGERS & WHITLEY, L.L.P.
                         816 CONGRESS AVENUE, SUITE 1100
                               AUSTIN, TEXAS 78701


                                                                (512) 328-8156

                                  June 10, 2002

Texas Regional Bancshares, Inc.
3900 North 10th Street, 11th Floor
McAllen, Texas  78501

      RE:   Issuance of 100,000 shares of Class A Voting Common Stock of
            Texas Regional Bancshares, Inc.

Gentlemen:

      We have acted as counsel for Texas Regional Bancshares, Inc. (the
"Corporation"), a Texas corporation, in connection with a proposed registration
by the Corporation with the Securities and Exchange Commission on a Form S-8
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended, of 100,000 shares of Class A Voting Common Stock of Texas
Regional Bancshares, Inc. (the "Shares") for sale to employees of the
Corporation and its subsidiaries pursuant to the Texas Regional Bancshares, Inc.
2002 Nonstatutory Stock Option Plan (the "Plan").

      Before rendering this opinion, we have examined such corporate and other
documents, and such questions of law, as we have considered necessary and
appropriate for the purposes of this opinion, and have relied, as to factual
matters, on certificates and other statements of officers of the Corporation and
others.

      Based upon the foregoing and subject to the assumptions, exceptions and
qualifications herein stated, we are of the opinion that the Shares, when issued
in the manner contemplated by the Registration Statement and in accordance with
the terms of the Plan and the relevant award agreements, will, upon full payment
therefor in cash, be validly issued, fully paid and nonassessable.

      In rendering the opinion set forth herein, we have assumed that the
Corporation will receive the full amount and type of consideration as specified
in the Plan and each applicable award agreement for each of the Shares, that
such consideration will be in cash, personal property or services already
performed, that such consideration will equal or exceed the par value per share
of the Shares, that appropriate certificates evidencing the Shares will be
properly executed upon each such issuance and that each grant of an award
pursuant to the Plan will be duly authorized.

      The opinion expressed herein is limited to the laws of the state of Texas
and federal laws of the United States of America.




      We hereby consent to the use of our name in the Registration Statement and
the filing of this opinion as an exhibit to the Registration Statement, but we
do not thereby admit that we are within the class of persons whose consent is
required under the terms of the Securities Act of 1933, as amended.


                                   Very truly yours,

                                   Rogers & Whitley, L.L.P.




                                   By:/s/ William A. Rogers, Jr.
                                         William A. Rogers, Jr., Partner


WAR/dw