I bought the large tackle bag for being able to hold all my inshore and offshore tackle to go fishing in the Florida keys. I was torn between getting the large and xl, but endeup getting the large. it has more room than I anticipated and exceed all expectations. Iam able to store all my inshore and offshore tackle in this one bag and have plenty of room to spare. I have so much tackle in here my wife and kids struggle picking it up. I did spray all the zippers with wd40 before using to help protect from corroding and rinse off every time I use it. Seems very well built and does appear to hold the water out. I could not be happier and definitely recommend it if you are looking for a tackle bag that will hold all of your needs in one. I couldn’t imagine using the xl it would have taken up a lot of room in the boat. the large is perfect for all my tackle needs and has plenty of pockets for storage. I carry off, 4 pairs of pliers, 3 bait knives, dehooker, stringers, all my flora carbon from 30lb to 130lb test, spare roll of fishing line and still have plenty of pocket space left to use. I would definitely recommend getting this tackle bag. Hopefully it lasts years to come.