JONES, WALKER
                              WAECHTER, POITEVENT
                           CARRERE & DENEGRE, L.L.P.
                                 
                              August 3, 1998     
 
Bayou Steel Corporation
River Road
P.O. Box 5000
LaPlace, Louisiana 70068
 
  Re: Bayou Steel Corporation
     Registration Statement on Form S-4
        
     $120,000,000 aggregate principal amount of     
     9 1/2% First Mortgage Notes due 2008
 
Gentlemen:
   
  We have acted as your counsel in connection with the preparation of the
registration statement on Form S-4 (the "Registration Statement") filed by
Bayou Steel Corporation, a Delaware corporation (the "Company"), and Bayou
Steel Corporation (Tennessee), a Delaware Corporation, and River Road Realty
Corporation, a Louisiana corporation (collectively, the "Guarantors") with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended, on the date hereof with respect to the Company's offer to
exchange (the "Exchange Offer") up to $120 million aggregate principal amount
of the Company's registered 9 1/2% First Mortgage Notes due 2008 (the
"Exchange Notes") for a like principal amount of the Company's unregistered 9
1/2% First Mortgage Notes due 2008 (the "Old Notes"). The Guarantors will
jointly and severally guarantee (the "Guarantees") the Exchange Notes. The
Exchange Notes and Guarantees will be offered under an Indenture dated as of
May 22, 1998, between the Company, the Guarantors and First National Bank of
Commerce, as trustee (the "Indenture").     
 
  In so acting, we have examined originals, or photostatic or certified
copies, of the Indenture, the form of the Exchange Notes and 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, and subject to the qualifications stated herein,
we are of the opinion that:
 
    When the Exchange Notes issuable upon consummation of the Exchange Offer
  have been (i) duly executed by the Company and authenticated by the trustee
  therefor in accordance with the terms of the Indenture and (ii) duly issued
  and delivered against the receipt of Old Notes surrendered in exchange
  therefor, and if a court of appropriate jurisdiction were to hold that the
  Exchange Notes and Guarantees were governed by and to be construed under
  the laws of the State of Louisiana notwithstanding the choice in the
  Exchange Notes and the Indenture of New York as the governing law, the
  Exchange Notes and Guarantees will constitute the legal, valid and binding
  obligations of the Company and the Guarantors, respectively, enforceable
  against the Company and the Guarantors in accordance with their terms,
  except as the enforcement thereof may be limited by bankruptcy, insolvency,
  reorganization, moratorium or similar laws and court decisions relating to
  or affecting the enforcement of creditors' rights generally and except as
  enforcement thereof is subject to general principles of equity (regardless
  of whether enforcement is considered in a proceeding in equity or at law).

 
  The foregoing opinion is limited in all respects to the laws of the State of
Louisiana and federal laws. We are members of the Bar of the State of
Louisiana and have neither been admitted to nor purport to be experts on the
laws of any other jurisdiction.
 
  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,
 
                                          JONES, WALKER, WAECHTER, POITEVENT,
                                            CARRERE & DENEGRE, L.L.P.
 
                                          By:  /s/ Lisa M. Buchanan
                                             -----------------------------
                                             Lisa M. Buchanan, Partner