EXHIBIT 5.1
 
                                 JONES, WALKER
                              WAECHTER, POITEVENT
                           CARRERE & DENEGRE, L.L.P.
 
                                March 18, 1997
 
Gulf Island Fabrication, Inc.
583 Thompson Road
Houma, Louisiana 70363
 
RE:Gulf Island Fabrication, Inc.
  Registration Statement on Form S-1
  2,300,000 Shares of Common Stock
 
Gentlemen:
 
  We have acted as your counsel in connection with the preparation of the
registration statement on Form S-1 (the "Registration Statement") filed by
Gulf Island Fabrication, Inc. (the "Company") with the Securities and Exchange
Commission (the "Commission"), on the date hereof, with respect to the
registration of 2,300,000 shares of Common Stock no par value per share (the
"Shares"), of the Company.
 
  In so acting, we have examined originals, or photostatic or certified
copies, of such records of the Company, certificates of officers of the
Company and of public officials, and such other documents as we have deemed
relevant. In such examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
documents.
 
  Based upon the foregoing, we are of the opinion that the Shares, when issued
and sold upon the terms described in the Registration Statement, will be
legally issued, fully paid and non-assessable.
 
  We consent to the filing of this opinion as an exhibit to the Registration
Statement and to the reference to us in the prospectus included therein under
the caption "Legal Matters." In giving this consent, we do not admit that we
are within the category of persons whose consent is required under Section 7
of the Securities Act of 1933, as amended, or the general rules and
regulations of the Commission promulgated thereunder.
 
                                          Very truly yours,
                                          /s/ Jones, Walker, Waechter,
                                           Poitevent, Carrere
                                           & Denegre, L.L.P.
                                          JONES, WALKER, WAECHTER, POITEVENT,
                                           CARRERE, & DENEGRE, L.L.P.