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.
