EXHIBIT 5.1

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

                               November 13, 1997

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


Dear Sirs:

        We have acted as counsel to Gulf Island Fabrication, Inc. (the 
"Company") in connection with the preparation of the registration statement on
Form S-1 (the "Registration Statement") filed by you with the Securities and
Exchange Commission on November 6, 1997 and as amended the date hereof, with
respect to the sale of up to 2,300,000 shares of Company Common Stock, no par
value per share (the "Shares") by certain of the Company's shareholders. In so
acting, we have examined original, or photostatic or certified 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 certified or photostatic copies
and the authenticity of the originals of such documents.

        Based upon the foregoing, we are of the opinion that the Shares are duly
authorized, validly issued, fully paid and non-assessable shares of the 
Company's Common Stock.

        We hereby consent to the filing of this opinion as an exhibit to the 
Registration Statement and the reference to us under the caption "Legal Matters"
as counsel for the Company. 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 
Securities Act of 1933, as amended, or the general rules and regulations of the 
Commission.


                                Very truly yours,


                                /s/ Jones, Walker, Waechter,
                                      Poitevent, Carrere & Denegre L.L.P.

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