EXHIBIT (c)

                  FAIRNESS OPINION OF CHAFFE & ASSOCIATES, INC.

October 5, 2004

Mr. William A. Hines
Managing Member
Midland Fabricators and Process Systems, L. L. C.
3636 North Causeway Blvd.
Suite 300
Metairie, LA 70002

Dear Mr. Hines:

We understand that Midland Fabricators and Process Systems, L. L. C. ("Midland")
intends to convert $2,698,500 of a convertible debenture of UNIFAB
International, Inc. ("UNIFAB") into 771,000 shares of UNIFAB common stock, after
which Midland will own more than 90% of UNIFAB's issued and outstanding shares.
Midland and Mr. William A. Hines will then contribute their outstanding shares
of UNIFAB's common stock to Midland Acquisition, L. L. C., Midland's
wholly-owned subsidiary, after which Midland intends to cause a "short-form
merger" of Midland Acquisition, L. L. C. into UNIFAB. Midland will then cause
Midland Acquisition to pay to the minority shareholders of UNIFAB a cash payment
equal to $0.20 per share for each share of UNIFAB common stock held by them on
the date that the short-form merger is consummated (the "Purchase Price"), after
which Midland will own all of the outstanding shares of UNIFAB common stock.

Midland has asked our opinion as to whether as of the date hereof, the proposed
Purchase Price is fair, from a financial point of view, to the shareholders of
UNIFAB (other than Midland and its affiliates).

Chaffe & Associates, Inc. ("Chaffe"), as part of its investment banking
business, is regularly engaged in the valuation of businesses and their
securities in connection with mergers and acquisitions, fairness opinions,
minority stockholder representations, and valuations for estate, corporate, and
various other purposes. Neither Chaffe nor any of its principal officers or
shareholders has an ownership interest in UNIFAB or Midland. In 1998, Chaffe
performed certain financial advisory services for Allen Tank, Inc. in its sale
to UNIFAB, for which we received customary compensation. In 2002, Chaffe acted
as financial advisor to UNIFAB's board of directors in connection with the
company's 2002 transaction with Midland, for which we again received customary
compensation. In the current matter, we are financial advisors to the board of
directors of Midland in connection with this transaction and we will receive a
fee for our services, which include the rendering of this opinion. Compensation
for our services, including the preparation and delivery of this opinion, is not
dependent or contingent upon the completion of a transaction and is not related
to or based upon

                                  Exhibit (c)-1



Board of Directors                                               October 5, 2004
RE: MIDLAND FABRICATORS AND PROCESS SYSTEMS, L. L. C.                     Page 2

the nature of the findings made herein. Midland has agreed to indemnify us for
certain liabilities that may arise out of rendering this opinion.

In connection with rendering this opinion, Chaffe, among other things: (i)
reviewed the draft S.E.C. Schedule 13E-3 related to the transaction; (ii)
reviewed certain publicly-available information concerning the business,
financial condition and operations of UNIFAB which we believed to be relevant to
our inquiry, along with certain internal financial and operating information,
estimates and forecasts related to UNIFAB's business provided by UNIFAB and
Midland management; (iii) interviewed and discussed past and current operations,
financial condition and prospects of UNIFAB with members of UNIFAB's senior
management and board of directors and with Midland's senior management; (iv)
reviewed and discussed the strategic rationale for the transaction with
Midland's and UNIFAB's senior managements; (v) reviewed the publicly-reported
prices and trading activity for UNIFAB's common stock; (vi) compared the
financial performance of UNIFAB and the prices and trading activity of UNIFAB's
common stock with similar publicly available information for certain comparable
publicly-traded companies and their securities; (vii) reviewed an independent
appraisal of the equipment value of UNIFAB as prepared by The WFA Group, dated
February 19, 2002 along with a limited appraisal of certain equipment as
prepared by the same company dated October 4, 2004; (viii) reviewed an
independent appraisal of the owned and leased facilities of UNIFAB
International, Inc./Universal Fabricators, Inc. at the Port of Iberia as
prepared by Argote, Derbes, Graham, Shuffield & Tatje, Inc. dated October 22,
2001; (ix) reviewed an independent appraisal of leased facilities of UNIFAB
International West, L. L. C., located in Lake Charles, LA as prepared by
Appraiser Associates of Louisiana, Inc. dated October 5, 2001; and (x) performed
such other analyses and examinations, and considered such other financial,
economic and market criteria as Chaffe deemed appropriate to this opinion.

In our review, Chaffe relied, without independent verification, upon the
accuracy and completeness of the historical and projected financial information
and all other information publicly available or furnished to us by UNIFAB or
Midland or otherwise reviewed by us for purposes of our opinion. Chaffe has not
been asked to perform and has not undertaken an independent verification of any
such information, and we do not assume any responsibility or liability for the
accuracy or completeness thereof. We did not make an independent evaluation or
appraisal of the value of UNIFAB's assets or liabilities (contingent or
otherwise), but relied on valuations and appraisals provided to us. With respect
to UNIFAB's projected financial results, Chaffe has assumed, with your consent,
that they are reasonably prepared on bases reflecting the best currently
available estimates and judgments of UNIFAB's and Midland's senior managements
as to future financial performance. We expressed no opinion with respect to such
forecasts or the assumptions on which they were based. We have further relied
upon the assurances of representatives of UNIFAB and Midland that they are not
aware of any facts that would make the above information inaccurate, incomplete
or misleading. Our opinion is necessarily based upon financial, economic, market
and other conditions as they exist and can be evaluated as of the date hereof.



Board of Directors                                               October 5, 2004
RE: MIDLAND FABRICATORS AND PROCESS SYSTEMS, L. L. C.                     Page 3

In connection with the preparation of our opinion, we have not considered the
relative merits of the transaction as compared to (i) any alternative business
strategy that might exist for UNIFAB; (ii) the effect of any other strategy to
accomplish a going private strategy, or (iii) the effect of the transaction with
respect to tax consequences that may arise as a result. Although we evaluated
the consideration to be paid to UNIFAB's minority shareholders from a financial
point of view, we were not asked, and did not recommend, the specific
consideration payable in the transaction. We have assumed that the transaction
will be consummated on substantially the same terms as set forth in the draft
Schedule 13E-3. It should be understood that subsequent developments may affect
this opinion, and we do not have any obligation to update, revise or reaffirm
this opinion. Further, we express no opinion as to the prices or trading ranges
at which UNIFAB's common stock will trade at any time.

Our opinion is directed only to the fairness, from a financial point of view, of
the Purchase Price to be paid to UNIFAB's shareholders, and it should not be
relied upon as a recommendation to any shareholders of Midland or UNIFAB. Our
opinion may not be reproduced, summarized, described or referred to or given to
any other person without our prior consent. Notwithstanding the foregoing, this
opinion may be included in the Schedule 13E-3 to be mailed to the holders of
UNIFAB's common stock in connection with the transaction, provided that this
opinion will be reproduced in such Schedule 13E-3 in full, and any description
of or reference to us or our actions, or any summary of the opinion in such
Schedule 13E-3, will be in a form reasonably acceptable to us.

Based upon and subject to the foregoing and based upon such other matters as we
considered relevant, it is our opinion as of the date hereof, that the Purchase
Price of $0.20 per share of UNIFAB common stock is fair and adequate, from a
financial point of view, to the UNIFAB's shareholders (other than Midland and
its affiliates).

Very truly yours,

CHAFFE & ASSOCIATES, INC.

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