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



                                  February 11, 1998





          Gulf Island Fabrication, Inc.
          583 Thompson Road
          Houma, Louisiana   70363

          Gentlemen:

               We have acted as counsel for Gulf Island Fabrication, Inc.,
          a Louisiana corporation (the "Company"), in connection with the
          preparation of a Registration Statement on Form S-8 (the
          "Registration Statement") to be filed by the Company with the
          Securities and Exchange Commission under the Securities Act of
          1933, as amended, relating to the offering by the Company of
          1,000,000 shares (the "Shares") of common stock, $.01 par value
          for each share, pursuant to the terms of the Gulf Island
          Fabrication, Inc. Long-Term Incentive Plan (the "Plan").

               Based upon the foregoing and upon our examination of such
          matters as we deem necessary to furnish this opinion, we are of
          the opinion that the Shares have been duly authorized and, when
          issued upon the terms described in the Plan and the Registration
          Statement, 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.

                                      Very truly yours,

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



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