Third Coast Bancshares (TCBX) S-4Registration of securities issued in business combination transactions

Exhibit 5.1

May 26, 2022
		Norton Rose Fulbright US LLP 2200 Ross Avenue, Suite 3600 Dallas, Texas 75201-7932 United States
Third Coast Bancshares, Inc. 20202 Highway 59 North, Suite 190 Humble, Texas 77338		Tel +1 214 855 8000 Fax +1 214 855 8200 nortonrosefulbright.com

Ladies and Gentlemen:

We have acted as special counsel for Third Coast Bancshares, Inc., a Texas corporation (the “Company”), with respect to the preparation of the Registration Statement on Form S-4 (the “Registration Statement”) filed on the date hereof with the Securities and Exchange Commission relating to the Company’s issuance and offer to exchange up to $82,250,000 aggregate principal amount of the Company’s 5.500% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Exchange Notes”) under the Securities Act of 1933, as amended (the “Securities Act”), in exchange for up to $82,250,000 aggregate principal amount of the Company’s outstanding 5.500% Fixed-to-Floating Rate Subordinated Notes due 2032 (the “Outstanding Notes”). The Exchange Notes are to be issued under the Indenture, dated as of March 31, 2022 (the “Indenture”), by and between the Company and UMB Bank, National Association, as trustee (the “Trustee”).

In connection with the foregoing, we have examined originals or copies of such corporate records of the Company, certificates and other communications of public officials, certificates of officers of the Company, and such other documents as we have deemed relevant or necessary for the purpose of rendering the opinions expressed herein. As to the questions of fact material to those opinions, we have, to the extent we deemed appropriate, relied on certificates of officers of the Company and on certificates and other communications of public officials. We have assumed the genuineness of all signatures on, and the authenticity of, all documents submitted to us as originals, the conformity to authentic original documents of all documents submitted to us as copies thereof, the due authorization, execution and delivery by the parties thereto other than the Company of all documents examined by us, and the legal capacity of each individual who signed any of those documents. We have also assumed (i) the Indenture has been duly authorized, executed and delivered by the Trustee and constitutes the legal, valid and binding obligation of the Trustee, (ii) the Registration Statement any supplements and any amendments thereto (including post-effective amendments) will have become effective under the Securities Act and will comply with all applicable laws, (iii) the Indenture will have been qualified under the Trust Indenture Act of 1939, as amended; and (iv) the Exchange Notes will be issued and sold in compliance with applicable federal and state securities laws and in the manner described in the prospectus forming a part of the Registration Statement.

Based upon the foregoing, and subject to the assumptions, exceptions, qualifications and limitations set forth herein, we are of the opinion that when the Exchange Notes have been duly executed, authenticated, issued and delivered in accordance with the provisions of the Indenture in exchange for the Outstanding Notes in the manner described in the prospectus forming a part of the Registration Statement, such Exchange Notes will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

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May 26, 2022

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Our opinions expressed above are subject to applicable bankruptcy, insolvency (including, without limitation, all laws relating to fraudulent transfer or conveyance), reorganization, moratorium and other similar laws affecting creditors’ rights generally and to general principles of equity (regardless of whether enforcement is sought in a proceeding in equity or at law), including, without limitation, (i) the possible unavailability of specific performance, injunctive relief or any other equitable remedy, and (ii) concepts of materiality, reasonableness, good faith and fair dealing. The opinions expressed above are also subject to possible judicial action giving effect to governmental actions or foreign laws affecting creditors’ rights.

We express no opinion herein as to any provision of the Indenture or the Exchange Notes that (i) relates to the subject matter jurisdiction of any federal court of the United States of America, or any federal appellate court, to adjudicate any controversy related thereto, (ii) contains a waiver of an inconvenient forum, (iii) relates to the waiver of rights to jury trial, or (iv) provides for indemnification, contribution or limitations on liability. We also express no opinion as to (a) the enforceability of the provisions of the Indenture or the Exchange Notes to the extent such provisions constitute a waiver of illegality as a defense to performance of contract obligations or any other defense to performance which cannot, as a matter of law, be effectively waived, or (b) whether a state court outside the State of New York or a federal court of the United States would give effect to the choice of New York law provided for in the Indenture or the Exchange Notes.

The foregoing opinions are expressly limited to the laws of the State of New York, the State of Texas, and the federal securities laws of the United States of America, and we are expressing no opinion as to the effect of the laws of any other jurisdiction, domestic or foreign.

We hereby consent to the reference to this firm under the caption “Legal Matters” in the prospectus forming a part of the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement. By giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations thereunder.

Very truly yours,

/s/ Norton Rose Fulbright US LLP

Norton Rose Fulbright US LLP