Jones Walker
Waechter Poitevent
Carrere & Denegre L.L.P.
September 7, 2000
Conrad Industries, Inc.
1501 Front Street
P.O. Box 790
Morgan City, LA 70381
Gentlemen:
We have acted as counsel for Conrad Industries, Inc., a Delaware
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 950,000 shares (the "Shares") of the Common Stock of the Company, $0.01
par value per share (the "Common Stock"), pursuant to the terms of the
Conrad Industries, Inc. Amended and Restated 1998 Stock 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, when issued upon the terms described in the Plan and the
Registration Statement, will be duly authorized, validly issued and
outstanding, fully paid and nonassessable.
We hereby 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/ DIONNE M. ROUSSEAU
Dionne M. Rousseau, Partner
