EXHIBIT 5
                          
                          Jones, Walker
                       Waechter, Poitevent
                     Carrere & Denegre, L.L.P.

                          
                          July 25, 1997

Avondale Industries, Inc.
5100 River Road
Avondale, Louisiana  70094

Gentlemen:

     We have acted as counsel for Avondale Industries, Inc., a Louisiana
corporation (the "Company"), in connection with the Company's registration 
statement on Form S-8 (the "Registration Statement") with respect to the 
offering by the Company of up to 1,430,000 shares of the common stock of the 
Company, $1.00 par value per share (the "Common Stock") to its employees 
pursuant to the terms of the 1997 Stock Incentive Plan (the "Plan").

     Based upon the foregoing, and upon our examination of such matters as we 
deem necessary in order to furnish this opinion, we are of the opinion that 
the shares of Common Stock referred to herein, when issued according to the 
terms of the Plan, will be legally issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement.


                                   JONES, WALKER, WAECHTER,
                                   POITEVENT, CARRERE & DENEGRE, L.L.P.

                                   By: /s/ Margaret F. Murphy
                                      ----------------------------
                                          Margaret F. Murphy