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EXHIBIT 5.1 AND 23.2
January 3, 2000
Southwest Bancorporation of Texas, Inc.
4400 Post Oak Parkway
Houston, Texas 77027
Ladies and Gentlemen:
We have acted as counsel to Southwest Bancorporation of Texas, Inc.,
a Texas corporation (the "Company"), in connection with the preparation of
the Company's Registration Statement on Form S-3 as filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act of
1933, as amended (the "Registration Statement"), which Registration Statement
relates to the proposed offer and sale by the persons named as Selling
Shareholders in the Registration Statement (the "Selling Shareholders") of an
aggregate of up to 3,998,967 shares of the Company's common stock, $1.00 par
value (the "Shares"). In such connection, we are passing on certain legal
matters in connection with the issuance of the Shares. At your request, this
opinion is being furnished to you for filing as an exhibit to the
Registration Statement.
In connection with rendering this opinion, we have examined such
certificates, instruments and documents and reviewed such questions of law as
we have considered necessary or appropriate for the purposes of this opinion.
In addition, we have relied as to factual matters on certificates of certain
public officials and officers of the Company.
Based upon the foregoing examination and review, we are of the
opinion that the Shares have been validly authorized for issuance and have
been validly issued and are fully paid and non-assessable.
This opinion is rendered as of the effective date of the
Registration Statement. We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement and to the reference to our name in the
Registration Statement. In giving this consent, however, we do not hereby
admit that we are within the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 and the rules and regulations
of the Securities and Exchange Commission thereunder.
Very truly yours,
VINSON & ELKINS L.L.P.
II-8
