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                                                                     EXHIBIT 5.2

                [LETTERHEAD OF RICHARDS, LAYTON & RINGER, P.A.]


                                  May 13, 1998



Southside Capital Trust I
c/o Southside Bancshares, Inc.
1201 S. Beckham
Tyler, Texas 75701

          Re:  Southside Capital Trust I

Ladies and Gentlemen:

          We have acted as special Delaware counsel for Southside Bancshares,
Inc., a Texas corporation (the "Company") and Southside Capital Trust I, a
Delaware business trust (the "Trust") in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

          For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

          (a)  The Certificate of Trust of the Trust, as filed with the office
of the Secretary of State of the State of Delaware (the "Secretary of State")
on April 9, 1998;

          (b)  The Trust Agreement of the Trust, dated as of April 9, 1998,
among the Company and the trustees named therein;

          (c)  The Registration Statement (the "Registration Statement") on
Form S-2, including a preliminary prospectus with respect to the Trust (the
"Prospectus"), relating to the Cumulative Trust Preferred Securities of the
Trust representing preferred undivided beneficial interests in the assets of
the Trust (each, a "Preferred Security" and collectively, the "Preferred
Securities"), to be filed by the Company and the Trust with the Securities and
Exchange Commission on or about May 12, 1998;

          (d)  A form of Amended and Restated Trust Agreement of the Trust, to
be entered into between the Company, the trustees of the Trust named therein,
and the holders, from
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Southside Capital Trust I
May 13, 1998
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time to time, of the undivided beneficial interests in the assets of the Trust
(including Exhibits C and D thereto) (the "Trust Agreement"), attached as an
exhibit to the Registration Statement; and

          (e)  A Certificate of Good Standing for the Trust, dated May 12,
1998, obtained from the Secretary of State.

          Initially capitalized terms used herein and not otherwise defined are
used as defined in the Trust Agreement.

          For purposes of this opinion, we have not reviewed any documents
other than the documents listed in paragraphs (a) through (e) above. In
particular, we have not reviewed any document (other than the documents listed
in paragraphs (a) through (e) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent
with the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

          With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

          For purposes of this opinion, we have assumed (i) that the Trust
Agreement will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Trust Agreement
and the Certificate of Trust will be in full force and effect and will not be
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trust (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Trust Agreement
and the Registration Statement, and (vii) that the Preferred Securities are
authenticated, issued and sold to the Preferred Security Holders in accordance
with the Trust Agreement and the Registration
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Southside Capital Trust I
May 13, 1998
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Statement. We have not participated in the preparation of the Registration
Statement or the Prospectus and assume no responsibility for their contents.

          This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder which are currently in effect.

          Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

          1.   The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

          2.   The Preferred Securities of the Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable beneficial interests in the assets of the Trust.

          3.   The Preferred Security Holders, as beneficial owners of the
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Preferred Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

          We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. We hereby
consent to the use of our name under the heading "Validity of Securities" in
the Prospectus. In giving the foregoing consents, we do not thereby admit that
we come within the category of persons whose consent is required under Section
7 of the Securities Act of 1933, as amended, or the rules and regulations of
the Securities and Exchange Commission thereunder. Except as stated above,
without our prior written consent, this opinion may not be furnished or quoted
to, or relied upon by, any other person for any purpose.


                                       Very truly yours,

                                       /s/ RICHARDS, LAYTON & FINGER, P.A.

EAM