EXHIBIT 5


                               JONES WALKER
                            WAECHTER POITEVENT
                           CARRERE & DENEGRE, LLP


                             October 26, 2000

UNIFAB International, Inc.
5007 Port Road
New Iberia, Louisiana 70562

Gentlemen:

     We  have  acted as counsel for UNIFAB International, Inc., a Louisiana
corporation (the   "Company"),  in  connection  with  the  preparation of a
registration  statement  on Form S-3 (the "Registration Statement")  to  be
filed by the Company with  the  Securities  and  Exchange  Commission  (the
"Commission")  under  the  Securities  Act of 1933, as amended (the "Act"),
relating to the sale, from time to time,  by  certain  shareholders  of the
Company  (the  "Selling  Shareholders")  identified  in the prospectus (the
"Prospectus")  that  forms  a  part of the Registration Statement,  in  the
manner described in the Prospectus,  of  up  to  an  aggregate of 2,060,000
shares (the "Shares") of the common stock of the Company,  $.01  par  value
per share, of which amount 60,000 Shares are issuable upon the exercise  of
certain outstanding warrants issued by the Company (the "Warrant").

     In  so acting, we have examined originals or 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 copies and the
authenticity of the originals of such documents.

     Based upon the foregoing, we  are of the opinion that the Shares to be
sold by the Selling Shareholders in  the manner described in the Prospectus
under the captions "Selling Shareholders"  and  "Plan of Distribution" have
been  duly  authorized,  2,000,000 of such Shares are  validly  issued  and
outstanding, fully paid and  nonassessable, and 60,000 of such Shares, when
issued and paid for in accordance  with  the  terms of the Warrant, will be
validly issued and outstanding, fully paid and nonassessable.

     We  consent  to  the  filing  of this opinion as  an  exhibit  to  the
Registration Statement and to any reference  to  us in the Prospectus under
the  caption  "Legal  Matters."   We also consent to the  incorporation  by
reference of this opinion in any related  registration  statement  filed by
the Company pursuant to Rule 462(b) promulgated by the Commission under the
Act.   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 Act 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.