
                                     EXHIBIT 5.1
           
           
           
           
           					January 19, 1994
           
           
           
           Bowater Incorporated
           55 East Camperdown Way
           Greenville, SC 29601
           
                Re:  Bowater Incorporated
                     Registration Statement on Form S-3
                     Series C Cumulative Preferred Stock
           
           Ladies and Gentlemen:
           
                I am serving as counsel to Bowater Incorporated, a Delaware 
           corporation (the "Company"), in connection with the preparation 
           and filing with the Securities and Exchange Commission under the 
           Securities Act of 1933, as amended, of a registration statement 
           (the "Registration Statement") on Form S-3 relating to (1)
           shares of Series C Cumulative Preferred Stock of the Company 
           (the "Series C Preferred Stock"); and (2) Depositary Shares, 
           each representing ownership of one-fourth of a share of the 
           Series C Preferred Stock (the "Depositary Shares") and to
           be evidenced by Depositary Receipts (the "Depositary Receipts") 
           to be executed and delivered by the Depositary pursuant to the 
           terms of a Deposit Agreement (the "Deposit Agreement") the form 
           of which is set forth as Exhibit 4.6.1 to the Registration 
           Statement.
           
                I have examined originals or copies, certified or otherwise 
           identified to my satisfaction, of such documents and corporate 
           records as I have deemed necessary or appropriate in connection 
           with this opinion.
           
                Based upon the foregoing and subject to the comments, 
           qualifications and limitations set forth below, I am of the 
           opinion that:
           
           	    1.	The issuance of the Series C Preferred Stock will 
           be duly authorized by all necessary corporate action of the 
           Company upon (i) approval by the Company's Board of Directors or 
           by a duly authorized committee thereof, of certain terms of the 
           Series C Preferred Stock, including the number, dividend rate, 
           call price and liquidation preference thereof, and (ii) the 
           completion with appropriate insertions, execution and filing 
           with the Secretary of State of the State of Delaware of the 
           Certificate of Designations for the Series C Preferred Stock, 
           the form of which is set forth as Exhibit 4.3.2 to the 
           Registration Statement, and its effectiveness in accordance with 
           the Delaware General Corporation Law ("DGCL").
           
                     2.  Having been thus duly authorized, the Series C 
           Preferred Stock will be legally issued, fully paid and 
           nonassessable when certificates in valid form evidencing the 
           Series C Preferred Stock have been delivered to or upon the 
           direction of the Underwriters (as designated in the Registration 
           Statement) upon payment therefor, as contemplated by the 
           Registration Statement.
           
                     3.  When the Depositary Shares evidenced by Depositary
                Receipts are executed and delivered, against the deposit 
           with the Depositary of the underlying shares of Series C 
           Preferred Stock, all in accordance with the terms of the Deposit 
           Agreement, such Depositary Shares will constitute valid 
           evidences of interests in, and represent beneficial ownership 
           of, such underlying shares of Series C Preferred Stock and will 
           entitle the holders of the Depositary Receipts to the rights 
           specified in the Deposit Agreement and the Depositary Receipts.
                
                     This opinion is limited solely to the existing DGCL, 
           is rendered as of the date hereof and applies only to the 
           matters specifically covered by this letter.  No opinion is 
           given as to any law other than the DGCL.  This opinion is
           being provided to you in connection with the Registration 
           Statement.  Subject to the following sentence, this opinion may 
           not be used, relied upon or quoted by any other person or 
           entity, or for any other purpose, without my prior written
           consent.  I hereby consent to the filing of this opinion as an 
           exhibit to the Registration Statement and to the reference to me 
           under the caption "Legal Matters" in the Prospectus forming a 
           part of the Registration Statement.
           
           
           	    				Very truly yours,
           
           
           
           	    				
           	    				Wendy C. Shiba
           	    				Secretary and
           	    				Assistant General Counsel

