EXHIBIT 5.1





                                December 10, 2004



International Shipholding Corporation
650 Poydras Street
New Orleans, Louisiana 70130

         Re:      Registration Statement on Form S-1
                  Convertible Exchangeable Preferred Stock
                  Registration No. 333-120161

Ladies and Gentlemen:

         We have served as counsel to International Shipholding Corporation, a
Delaware corporation ("ISH"), in connection with the preparation of a
registration statement on Form S-1 filed with the Securities and Exchange
Commission (the "Commission") on November 2, 2004 (Registration No. 333-120161),
as amended by Pre-Effective Amendment No. 1 thereto filed with the Commission on
December 2, 2004 and Pre-Effective Amendment No. 2 thereto filed with the
Commission on the date hereof (as amended, the "Registration Statement"),
relating to the registration of (a) 880,000 shares of Convertible Exchangeable
Preferred Stock (the "Preferred Stock"), (b) $44,000,000 aggregate principal
amount of Convertible Subordinated Notes due 2014 issuable upon exchange of the
Preferred Stock (the "Convertible Notes") and (c) the shares of Common Stock
issuable upon the conversion of the Preferred Stock or the Convertible Notes
(the "Conversion Shares" and, together with the Preferred Stock and the
Convertible Notes, the "Securities").

         In rendering the opinions expressed below, we have examined originals
or copies, certified or otherwise identified to our satisfaction, of such
documents, corporate records, certificates of public officials and other
instruments as we have deemed necessary or advisable for purposes of this
opinion. In our 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 and subject to the following qualifications
and comments, we are of the opinion that:

         1. The Preferred Stock has been duly authorized and, upon its issuance,
will be validly issued, fully paid and nonassessable.





International Shipholding Corporation
December 10, 2004
Page 2


         2. The Convertible Notes have been duly authorized and, if and when
issued by ISH in exchange for the Preferred Stock, will be valid and binding
obligations of ISH and entitled to the benefits of the indenture governing the
Convertible Notes to be entered into by and between ISH and The Bank of New
York, as trustee (the "Indenture").

         3. The Conversion Shares have been duly authorized and, if and when
issued by ISH upon conversion of the Preferred Stock in accordance with the
terms of the Certificate of Designations governing the Preferred Stock to be
filed with the Delaware Secretary of State or upon conversion of the Convertible
Notes in accordance with the Indenture, as the case may be, will be validly
issued, fully paid and nonassessable.

         In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any Securities: (a) the Registration
Statement, as finally amended, shall have been declared effective under the
Securities Act of 1933 and such effectiveness shall not have been terminated or
rescinded and (b) there will not have occurred any change in law affecting the
validity of such Securities.

         The foregoing opinion is limited to the laws of the State of Louisiana,
the federal laws of the United States of America and the General Corporation Law
of the State of Delaware. We assume no obligation to revise or supplement this
opinion should such currently applicable laws be changed by legislative action,
judicial decision or otherwise.

         We hereby consent to the use of this opinion as an exhibit to the
Registration Statement relating to the Securities and to the reference to our
name in the prospectus contained therein. 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 or the general rules and regulations of
the Commission.

                                    Very truly yours,

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



                                    By:          /s/ L. R. McMillan, II
                                        ----------------------------------------
                                              L. R. McMillan, II, Partner