EXHIBIT 5

                              February 11, 1994

(212) 836-8000

Bayou Steel Corporation
River Road
P.O. Box 5000
La Place, Louisiana 70069

                   Re:  Bayou Steel Corporation
                        Registration Statement on Form S-1
                        (File No. 33-72486)
                        ----------------------------------

Gentlemen:

     We have acted as special counsel to Bayou Steel Corporation, a Delaware 
corporation (the "Company"), in connection with its Registration Statement on 
Form S-1 (File No. 33-72486), Amendment No. 1, Amendment No. 2 and Amendment 
No. 3 (collectively, the "Registration Statement"), filed pursuant to the 
Securities Act of 1933, as amended, relating to the proposed offering of the 
Company's __% First Mortgage Notes due 2001 in the aggregate principal amount 
of $75,000,000 (the "First Mortgage Notes"), to be issued pursuant to the 
Indenture dated as of February __, 1994 (the "Indenture") between the Company 
and First National Bank of Commerce, as trustee.

     In that connection, we have reviewed the Company's Second Restated 
Certificate of Incorporation and By-laws, resolutions adopted by its Board of 
Directors, the Indenture, the Registration Statement and such other documents 
and instruments as we have deemed appropriate.

     On the basis of such review, it is our opinion that the First Mortgage 
Notes have been duly authorized and, when issued in accordance with the terms 
of the Indenture, will be legal, valid and binding obligations of the Company 
enforceable in accordance with their terms, subject to bankruptcy,
reorganization, insolvency, fraudulent conveyance and other laws affecting
enforcement of creditors' rights generally and to general principles of equity
(regardless of whether such enforcement is considered in a proceeding in
equity or at law).

     We hereby consent to the use of our name under the caption "Legal 
Matters" in the Prospectus included in the Registration Statement and to the 
use of this opinion as an Exhibit to the Registration Statement.

                                          Very truly yours,

                                          Kaye, Scholer, Fierman, 
                                            Hays & Handler