Exhibit 5.1


              BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG LLP
                        333 WEST WACKER DRIVE, SUITE 2700
                             CHICAGO, ILLINOIS 60606
                            Telephone (312) 984-3100
                            Facsimile (312) 984-3150

                                  May 28, 2004

QCR Holdings, Inc.
3551 Seventh Street
Suite 204
Moline, Illinois 61265

Ladies and Gentlemen:

We have acted as special counsel to QCR  Holdings,  Inc., a Delaware corporation
(the "Company"),  in connection with the registration  statement on Form S-8
(the "Registration Statement"), as filed  with the  Securities and Exchange
Commission (the "Commission") on May 28, 2004, with respect to 225,000 shares of
its common stock, $1.00 par value ("Shares"), pursuant to the QCR Holdings, Inc.
2004 Stock  Incentive Plan (the "Plan").  In so acting, we have examined  and
relied  upon the  originals,  or copies  certified  or  otherwise identified to
our satisfaction, of such records, documents and other instruments as in our
judgment  are  necessary  or  appropriate  to enable us to render the opinions
expressed below.

Based on the foregoing, we are of the opinion that the Shares have been duly
authorized and, when the Registration  Statement  becomes effective and the
Shares have been issued in accordance  with the Plan, the Shares will be validly
issued,  fully paid and  nonassessable.  With respect to the opinions  expressed
above,  we are qualified to practice law in the State of Illinois and express no
opinion  concerning  any law other than the laws of the State of  Illinois,  the
General  Corporation  Law of the State of  Delaware  and the laws of the  United
States of America.

This  opinion is being  furnished  to you  solely  for your  benefit in
connection with the transactions set forth above. This opinion may not be relied
upon by,  nor a copy of it  delivered  to any  other  party,  without  our prior
written  consent.  This opinion is based upon our knowledge of the law and facts
as of the  date  hereof,  and we  assume  no duty to  communicate  with you with
respect to any matter that comes to our attention hereafter.



 BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG LLP


QCR Holdings, Inc.
May 28, 2004
Page 2


We consent  to the filing of this  opinion  with the  Commission  as an exhibit
to the Registration  Statement.  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 Act,  or the  rules  and  regulations  of the
Commission promulgated thereunder.



                        Sincerely,
                        /s/ Barack Ferrazzano Kirschbaum Perlman & Nagelberg LLP
                        --------------------------------------------------------
                        BARACK FERRAZZANO KIRSCHBAUM PERLMAN & NAGELBERG LLP