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                                                                     Exhibit 5.1


                         Bracewell & Patterson, L.L.P.
                       711 Louisiana Street, Suite 2900
                           Houston, Texas 77002-2781
                              Phone: 713.223.2900
                               Fax: 713.221.1212



                              September 28, 2001



Republic Bancshares of Texas, Inc.
6809 FM 1960 West
Houston, Texas 77069

Ladies and Gentlemen:

We have acted as counsel to Republic Bancshares of Texas, Inc., a Texas
corporation (the "Company"), in connection with the registration and proposed
offer and sale of up to 300,000 shares (the "Shares") of its common stock, par
value $1.00 per share, which are issuable upon the exercise of options granted
under the Republic Bancshares of Texas, Inc. Employee Stock Purchase Plan (the
"Plan"). The Company is filing under the Securities Act of 1933, as amended, a
Registration Statement on Form S-8 (the "Registration Statement") relating to
the Shares.

In connection with rendering this opinion, we have examined originals or copies
of (1) the Registration Statement; (2) the Articles of Incorporation of the
Company; (3) the Bylaws of the Company; (4) certain resolutions of the Board of
Directors of the Company; and (5) such other documents and records as we have
deemed necessary and relevant for purposes hereof. In addition, we have relied
upon certificates of officers of the Company and telegrams of public officials
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. In such examination, we have assumed the genuineness of all signatures,
the authenticity of all documents, certificates and records submitted to us as
originals, the conformity to original documents, certificates and records of all
documents, certificates and records submitted to us as copies, and the
truthfulness of all statements of fact contained therein.

Based upon the foregoing, and subject to the limitations set forth herein, and
having due regard for such legal considerations as we deem relevant, we are of
the opinion that the Shares have been duly and validly authorized and, when
issued and paid for in accordance with the provisions of the option agreements
relating to options granted under the Plan, for a consideration at least equal
to the par value thereof, the Shares will be validly issued, fully paid and
nonassessable.

The foregoing opinion is based on and is limited to the law of the State of
Texas and the relevant law of the United States of America, and we render no
opinion with respect to the laws of any other jurisdiction.
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Republic Bancshares of Texas, Inc.
September 28, 2001
Page 2


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 use of our
name therein. By giving such consent, we do not admit that we are experts with
respect to any part of the Registration Statement, including this Exhibit,
within the meaning of the term "expert" as used in the Securities Act of 1933,
as amended, or the rules and regulations of the Commission promulgated
thereunder.

                                   Very truly yours,

                                   /s/ Bracewell & Patterson, L.L.P.

                                   Bracewell & Patterson, L.L.P.