                           
                                                                  EXHIBIT 5

                                 
                                    June 14, 1996


          AMBAR, Inc.
          221 Rue de Jean
          Lafayette, Louisiana 70508

          Dear Sirs:

               We  have  acted  as  your  counsel  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 the date hereof, with respect to the offer
          by the Company and Selling Shareholders of up to 4,025,000 shares
          of Common Stock, $.01 par value per share  (the "Shares").  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 have been duly authorized and validly issued and are fully
          paid and non-assessable.

               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.

                                 
