S-4/A

As filed with the Securities and Exchange Commission on January 10, 2005

Registration No. 333-121645

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Amendment No. 1

to

Form S-4

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

Ply Gem Industries, Inc.

(Exact name of Registrant as specified in its charter)

Delaware	3089	11-1727150
(State or other jurisdiction of incorporation or organization)	(Primary Standard Industrial Classification Code Number)	(IRS Employer Identification No.)

185 Platt Clay Way

Kearney, Missouri 64060

(800) 800-2244

(Address, including zip code, and telephone number,

including area code, of Registrant’s principal executive offices)

Shawn K. Poe

Ply Gem Industries, Inc.

185 Platt Clay Way

Kearney, Missouri 64060

(800) 800-2244

(Name, address, including zip code, and telephone number,

including area code, of agent for service)

Copies to:

John C. Kennedy, Esq.

Paul, Weiss, Rifkind, Wharton & Garrison LLP

1285 Avenue of the Americas

New York, New York 10019-6064

(212) 373-3000

          Approximate date of commencement of proposed sale to public: As soon as practicable after this Registration Statement becomes effective.

          If the securities being registered on this Form are being offered in connection with the formation of a holding company and there is compliance with General Instruction G, check the following box.     o

          If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

          If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.     o

          The Registrants hereby amend this Registration Statement on such date or dates as may be necessary to delay its effective date until the Registrants shall file a further amendment which specifically states that this Registration Statement shall thereafter become effective in accordance with Section 8(a) of the Securities Act of 1933 or until this Registration Statement shall become effective on such date as the SEC, acting pursuant to said Section 8(a), may determine.

TABLE OF ADDITIONAL REGISTRANTS

	State or Other		Primary Standard		IRS
	Jurisdiction of		Industrial		Employer
	Incorporation or		Classification		Identification
Name	Organization		Code Number		Number
Ply Gem Holdings, Inc.		Delaware		3089		20-0645710
Great Lakes Window, Inc.		Ohio		3089		34-1548026
Kroy Building Products, Inc.		Delaware		3089		04-3248415
Napco, Inc.		Delaware		3089		13-3637496
Thermal-Gard, Inc.		Pennsylvania		3089		25-1832352
Variform, Inc.		Missouri		3089		43-0799731
Napco Window Systems, Inc.		Delaware		3089		06-1592534
MWM Holding, Inc.		Delaware		3089		22-3889412
MW Manufacturers Holding Corp.		Delaware		3089		13-3850025
MW Manufacturers, Inc.		Delaware		3089		63-0400153
Lineal Technologies, Inc.		Delaware		3089		06-1546536
Patriot Manufacturing, Inc.		Delaware		3089		06-1545739

      The address of each of the additional registrants is c/o Ply Gem Industries, Inc., 185 Platt Clay Way, Kearney, Missouri 64060, (800) 800-2244.

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 20.     Indemnification of Directors and Officers.

      Section 145 of the Delaware General Corporation Law (the “DGCL”) grants a Delaware corporation the power to indemnify any director, officer, employee or agent against reasonable expenses (including attorneys’ fees) incurred by him in connection with any proceeding brought by or on behalf of the corporation and against judgments, fines, settlements and reasonable expenses (including attorneys’ fees) incurred by him in connection with any other proceeding, if (a) he acted in good faith and in a manner he reasonably believed to be in or not opposed to the best interests of the corporation, and (b) in the case of any criminal proceeding, he had no reasonable cause to believe his conduct was unlawful. Except as ordered by a court, however, no indemnification is to be made in connection with any proceeding brought by or in the right of the corporation where the person involved is adjudged to be liable to the corporation.

      Article 7 of our amended and restated certificate of incorporation provides that we shall indemnify and hold harmless, to the fullest extent permitted by applicable law as it presently exists or may hereafter be amended, any person who was or is made or is threatened to be made a party or is otherwise involved in any action, suit or proceeding, whether civil, criminal, administrative or investigative (a “proceeding”) by reason of the fact that he or she, or a person for whom he or she is the legal representative, is or was a director or officer of the corporation or, while a director or officer of the corporation, is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or of a partnership, joint venture, trust, enterprise or nonprofit entity, including service with respect to employee benefit plans, against all liability and loss suffered and expenses (including attorneys’ fees) reasonably incurred by such person. Notwithstanding the preceding sentence, we shall be required to indemnify a person in connection with a proceeding (or part thereof) initiated by such person only if the commencement of such proceeding (or part thereof) was authorized by our board of directors.

      Section 102 of the DGCL permits the limitation of directors’ personal liability to the corporation or its stockholders for monetary damages for breach of fiduciary duties as a director except for (i) any breach of the director’s duty of loyalty to the corporation or its stockholders, (ii) acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of the law, (iii) breaches under section 174 of the DGCL, which relates to unlawful payments of dividends or unlawful stock repurchase or redemptions, and (iv) any transaction from which the director derived an improper personal benefit.

      Article 7 of our amended and restated certificate of incorporation limits the personal liability of our directors to the fullest extent permitted by the DGCL.

      Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers or persons controlling the registrant pursuant to the foregoing provisions, the registrant has been informed that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is therefore unenforceable.

      We maintain directors’ and officers’ liability insurance for our officers and directors.

Item 21. Exhibits and Financial Statement Schedules.

(a)  The following exhibits are being filed with this Registration Statement on Form S-4:

Exhibit
Number			Description
	2	.1*	Stock Purchase Agreement, dated as of December 19, 2003, among Ply Gem Investment Holdings, Inc., (f/k/a CI Investment Holdings, Inc.), Nortek, Inc. and WDS LLC.
	2	.2*	Stock Purchase Agreement, dated as of July 23, 2004, among Ply Gem Industries, Inc., MWM Holding, Inc. and the stockholders listed on schedule 1 thereto.

II-1

Exhibit
Number			Description
	3	.1*	Amended and Restated Certificate of Incorporation of Ply Gem Industries, Inc.
	3	.2*	Amended Bylaws of Ply Gem Industries, Inc.
	3	.3*	Certificate of Incorporation of Ply Gem Holdings, Inc.
	3	.4*	Bylaws of Ply Gem Holdings, Inc.
	3	.5*	Articles of Incorporation of Great Lakes Window, Inc. (f/k/a GLW Acquisition Corp.).
	3	.6*	Certificate of Amendment to Articles of Great Lakes Window, Inc.
			(f/k/a GLW Acquisition Corp.).
	3	.7*	By-laws of Great Lakes Window, Inc.
	3	.8*	Restated Certificate of Incorporation of Kroy Building Products, Inc.
	3	.9*	By-laws of Kroy Building Products, Inc. (f/k/a KBP Acquisition Corp.).
	3	.10*	Certificate of Incorporation of Napco, Inc. (f/k/a PGI Investments, Inc.).
	3	.11*	Certificate of Amendment of the Certificate of Incorporation of Napco, Inc.
			(f/k/a/ PGI Investments, Inc.).
	3	.12*	Certificate of Merger, merging Napco, Inc. and NVP, Inc. with and into 2001 Investments, Inc., under the name Napco, Inc.
	3	.13*	By-laws of Napco, Inc. (f/k/a 2001 Investments, Inc.).
	3	.14*	Articles of Incorporation of Thermal-Gard, Inc. (f/k/a Caradon Thermal-Gard, Inc.).
	3	.15*	By-laws of Thermal-Gard, Inc.
	3	.16*	Articles of Incorporation of Variform, Inc.(f/k/a Variform Plastics, Inc.).
	3	.17*	Certificate of Merger, and Articles of Merger, merging Ayers Plastics Company, Inc. into Variform Plastics, Inc.
	3	.18*	Certificate of Amendment of the Articles of Incorporation of Variform, Inc.
			(f/k/a Variform Plastics, Inc.).
	3	.19*	Certificate of Amendment of the Articles of Incorporation of Variform, Inc.
			(f/k/a Variform Plastics, Inc.).
	3	.20*	By-laws of Variform, Inc.
	3	.21*	Certificate of Incorporation of Napco Window Systems, Inc.
	3	.22*	By-laws of Napco Window Systems, Inc.
	3	.23*	Certificate of Incorporation of MWM Holding, Inc.
	3	.24*	Bylaws of MWM Holding, Inc.
	3	.25*	Certificate of Incorporation of MW Manufacturers Holding Corp.
	3	.26*	Bylaws of MW Manufacturers Holding Corp.
	3	.27*	Certificate of Incorporation of MW Manufacturers, Inc.
	3	.28*	Bylaws of MW Manufacturers, Inc.
	3	.29*	Certificate of Incorporation of Patriot Manufacturing, Inc.
	3	.30*	Bylaws of Patriot Manufacturing, Inc.
	3	.31*	Certificate of Incorporation of Lineal Technologies, Inc.
	3	.32*	Bylaws of Lineal Technologies, Inc.
	4	.1*	Indenture, dated as of February 12, 2004, among Ply Gem Industries, Inc., the Guarantors thereto and U.S. Bank National Association, as Trustee.
	4	.2*	Form of Exchange Note (included as Exhibit A of Exhibit 4.1 of this Registration Statement).

II-2

Exhibit
Number			Description
	4	.3*	Registration Rights Agreement, dated as of February 12, 2004, among Ply Gem Industries, Inc., the Guarantors, UBS Securities LLC, Deutsche Bank Securities Inc., CIBC World Markets Corp., and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
	4	.4*	First Supplemental Indenture, dated as of August 27, 2004, among Ply Gem Industries, MWM Holding, Inc., MW Manufacturers Holding Corp., MW Manufacturers, Inc., Lineal Technologies, Inc., Patriot Manufacturing, Inc. and U.S. Bank National Association, as trustee.
	5	.1***	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
	5	.2***	Opinion of Lathrop & Gage L.C.
	5	.3***	Opinion of Marshall & Melhorn LLC.
	5	.4***	Opinion of Saul Ewing LLP.
	8	.1***	Opinion of Paul, Weiss, Rifkind, Wharton and Garrison LLP.
	10	.1*	Amended and Restated Credit Agreement dated as of February 12, 2004, amended and restated as of March 3, 2004, among Ply Gem Industries, Inc., as U.S. borrower, CWD Windows and Doors, Inc. as Canadian borrower, Ply Gem Holdings, Inc. and the other guarantors party thereto, as guarantors, the lenders party thereto, and UBS Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners.
	10	.2*	Credit Agreement dated as of February 12, 2004, among Ply Gem Industries, Inc., as U.S. Borrower, CWD Windows and Doors, Inc. as Canadian borrower, Ply Gem Holdings, Inc. and the other guarantors party thereto, as guarantors, the lenders party thereto, and UBS Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners.
	10	.3*	U.S. Security Agreement, dated February 12, 2003, among by Ply Gem Industries, Inc., as U.S. borrower and the guarantors party thereto and UBS AG, Stamford Branch, as Collateral Agent.
	10	.4*	Ply Gem Investment Holdings Phantom Stock Plan.
	10	.5*	Ply Gem Investment Holdings 2004 Stock Option Plan.
	10	.6*	Change in Control Severance Benefit Plan.
	10	.7*	Letter from Richard L. Bready to Lee Meyer, dated October 31, 2003, regarding key employee incentive program.
	10	.8*	Letter from Richard L. Bready to Shawn Poe, dated October 31, 2003, regarding key employee incentive program.
	10	.9*	Letter from Richard L. Bready to John Wayne, dated October 31, 2003, regarding key employee incentive program.
	10	.10*	Letter from Richard L. Bready to Mark Watson, dated October 31, 2003, regarding key employee incentive program.
	10	.11*	Letter from Richard L. Bready to Bryan Sveinson, dated October 31, 2003, regarding key employee incentive program.
	10	.12*	Separation, Consulting and Noncompetition Agreement, dated as of January 5, 2004, between John T. Forbis and Kroy Building Products, Inc.
	10	.13*	Debt Financing Advisory Agreement dated as of February 12, 2004, between Ply Gem Industries, Inc. and CxCIC LLC.
	10	.14*	General Advisory Agreement dated as of February 12, 2004, between Ply Gem Industries, Inc. and CxCIC LLC.
	10	.15*	Tax Sharing Agreement dated as of February 12, 2004, between Ply Gem Investment Holdings, Inc., Ply Gem Holdings Inc. and Ply Gem Industries, Inc.
	10	.16*	Transition Services Agreement dated as of February 12, 2004 by and between Nortek, Inc., and Ply Gem Industries, Inc.

II-3

Exhibit
Number			Description
	10	.17*	Stock Purchase Agreement, dated as of April 2, 2002, between Hoover FRT Acquisition Co. and Ply Gem Industries, Inc.
	10	.18*	Stock Purchase Agreement, dated as of November 22, 2002, between Alcoa Building Products, Inc., Ply Gem Industries, Inc. and Nortek, Inc.
	10	.19*	Letter from Richard L. Bready to John T. Forbis, dated October 31, 2003, regarding key employee incentive program.
	10	.20*	Retention letter bonus agreement, between Kroy Building Products, Inc. and John T. Forbis, dated August, 1999.
	10	.21*	Second Amended and Restated Credit Agreement dated as of February 12, 2004, as first amended and restated as of March 3, 2004, as further amended and restated as of August 27, 2004, among Ply Gem Industries, Inc., as U.S. Borrower, CWD Windows and Doors, Inc. as Canadian borrower, Ply Gem Holdings, Inc. and the other guarantors party thereto, as guarantors, the lenders party thereto, and UBS Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners.
	10	.22*	Ply Gem Investment Holdings, Inc. Amended and Restated Phantom Stock Plan.
	12	.1*	Statement of Computation of Ratios of Earnings and Fixed Charges.
	21	.1*	List of Subsidiaries of Ply Gem Industries, Inc.
	23	.1**	Consent of Ernst & Young LLP.
	23	.2**	Consent of Ernst & Young LLP.
	23	.3**	Consent of Ernst & Young LLP.
	23	.4***	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.2 to this Registration Statement).
	24	.1**	Powers of Attorney (included on signature pages of this Part II).
	25	.1*	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee under the Indenture.
	99	.1**	Form of Letter of Transmittal.
	99	.2**	Form of Notice of Guaranteed Delivery.

*  Incorporated by reference to the exhibits filed with Ply Gem Industries, Inc.’s Registration Statement on Form S-4 and the amendments thereto (File No. 333-114041).

**  Previously filed.

***  Filed herewith.

II-4

      (b) Financial statement schedules furnished:

II-5

Valuation and Qualifying Accounts

Ply Gem Industries, Inc.

December 31, 2003

(In Thousands)

		Balance at			Charged to						Deductions		Balance at
		Beginning			Costs and			Charged to			from		End of
		of Year			Expenses			Other Accounts			Reserves		Year
Year Ended December 31, 2003
	Allowance for doubtful accounts and sales allowances	$	(7,129	)	$	(3,255	)	$	(74	)	$	1,763	$	(8,695	)
Year Ended December 31, 2002
	Allowance for doubtful accounts and sales allowances	$	(5,580	)	$	(3,623	)	$	(115	)	$	2,189	$	(7,129	)
Year Ended December 31, 2001
	Allowance for doubtful accounts and sales allowances	$	(3,906	)	$	(3,126	)	$	(101	)	$	1,553	$	(5,580	)

II-6

Report of Independent Registered Public Accounting Firm

      We have audited the combined financial statements of Ply Gem Industries, Inc. and subsidiaries and CWD Windows & Doors, a division of Broan-Nutone Canada Inc. as of December 31, 2003 and 2002, and for the period January 10, 2003 to December 31, 2003, January 1, 2003 to January 9, 2003, and for each of the two years in the period ended December 31, 2002, and have issued our report thereon dated March 26, 2004, except for Note 11, as to which the date is August 6, 2004 (included elsewhere in this Registration Statement). Our audits also included the financial statement schedule listed in Item 21b of this Registration Statement. This schedule is the responsibility of the Company’s management. Our responsibility is to express an opinion based on our audits.

      In our opinion, the financial statement schedule referred to above, when considered in relation to the basic financial statements taken as a whole, present fairly in all material respects the information set forth therein.

/s/ ERNST & YOUNG LLP

Boston, Massachusetts

March 26, 2004

II-7

Item 22. Undertakings.

      (a) The undersigned registrants hereby undertake to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement.

      (b) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act of 1933, each filing of the registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act of 1934 (and where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

      (c) The undersigned registrants hereby undertake to respond to requests for information that is incorporated by reference into the prospectus pursuant to Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such request, and to send the incorporated documents by first class mail or other equally prompt means. This includes information contained in documents filed subsequent to the effective date of the registration statement through the date of responding to the request.

      (d) The undersigned registrants hereby undertake to supply by means of a post-effective amendment all information concerning a transaction, and the company being acquired involved therein, that was not the subject of and included in the registration statement when it became effective.

      (e) Insofar as indemnification for liabilities arising under the Act may be permitted to directors, officers and controlling persons of the registrants pursuant to the foregoing provisions, or otherwise, the registrants have been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrants of expenses incurred or paid by a director, officer or controlling person of the registrants in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the registrants will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

      (f) The undersigned registrants hereby undertake:

(i)  to file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

A.  to include any prospectus required by of the Securities Act of 1933;

B.  to reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to if, in the aggregate, the changes in volume and price represent no more than 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

C.  to include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

(ii)  that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and

(iii)  to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

II-8

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

PLY GEM INDUSTRIES, INC.

By:  /s/ LEE D. MEYER

Name: Lee D. Meyer

Title:  President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
/s/ LEE D. MEYER Lee D. Meyer		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
* Frederick Iseman		Chairman of the Board and Director
* Robert A. Ferris		Chairman of the Executive Committee and Director
* Steven M. Lefkowitz		Director
* John D. Roach		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-9

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

PLY GEM HOLDINGS, INC.

By:  /s/ LEE D. MEYER

Name: Lee D. Meyer

Title:  President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
/s/ LEE D. MEYER Lee D. Meyer		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Chief Financial Officer, Treasurer and Secretary (Principal Financial and Accounting Officer)
* Frederick Iseman		Chairman of the Board and Director
* Robert A. Ferris		Chairman of the Executive Committee and Director
* Steven M. Lefkowitz		Director
* John D. Roach		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-10

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

GREAT LAKES WINDOW, INC.

By:  *

Name: Mark Watson

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* Mark Watson		President (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
* Robert A. Ferris		Director
/s/ LEE D. MEYER Lee D. Meyer		Director
*By:	/s/ SHAWN K. POE  Shawn K. Poe Attorney-in-Fact

II-11

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

KROY BUILDING PRODUCTS, INC.

By:  *

Name: David McCready

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* David S. McCready		President (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
* Robert A. Ferris		Director
/s/ LEE D. MEYER Lee D. Meyer		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-12

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

NAPCO, INC.

By:  *

Name: John C. Wayne

Title:  President

POWER OF ATTORNEY

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* John C. Wayne		President (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Finance, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
* Robert A. Ferris		Director
/s/ LEE D. MEYER Lee D. Meyer		Director
By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-13

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

THERMAL-GARD, INC.

By:  *

Name: Mark Watson

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* Mark Watson		President (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
* Robert A. Ferris		Director
/s/ LEE D. MEYER Lee D. Meyer		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-14

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

VARIFORM, INC.

By:  *

Name: John C. Wayne

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* John C. Wayne		President (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Finance, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
* Robert A. Ferris		Director
/s/ LEE D. MEYER Lee D. Meyer		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-15

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this amendment to the registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

NAPCO WINDOW SYSTEMS, INC.

By:  *

Name: Mark Watson

Title:  President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* Mark Watson		President (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Finance, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
* Robert A. Ferris		Director
/s/ LEE D. MEYER Lee D. Meyer		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-16

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

MWM HOLDING, INC.

By:  *

Name: Michael Haley

Title: President

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* Michael Haley		President and Director (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
/s/ LEE D. MEYER Lee D. Meyer		Vice President and Director
* Robert A. Ferris		Director
* Lynn Morstad		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-17

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

MW MANUFACTURERS HOLDING CORP.

By:  *

Name: Michael Haley

Title:   President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title	Date
* Michael Haley		President and Chief Executive Officer (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
/s/ LEE D. MEYER Lee D. Meyer		Vice President and Director
* Robert A. Ferris		Director
* Lynn Morstad		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-18

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

MW MANUFACTURERS, INC.

By:  *

Name:        Michael Haley

Title: President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title	Date
* Michael Haley		President and Chief Executive Officer (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
/s/ LEE D. MEYER Lee D. Meyer		Vice President and Director
* Robert A. Ferris		Director
* Lynn Morstad		Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-19

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

LINEAL TECHNOLOGIES, INC.

By:  *

Name:        Michael Haley

Title: President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* Michael Haley		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
/s/ LEE D. MEYER Lee D. Meyer		Vice President and Director
* Robert A. Ferris		Director
* Lynn Morstad		Chief Operating Officer and Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-20

SIGNATURES

      Pursuant to the requirements of the Securities Act of 1933, the registrant duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Kearney, State of Missouri, on January 10, 2005.

PATRIOT MANUFACTURING, INC.

By:  *

Name:        Michael Haley

Title: President and Chief Executive Officer

      Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities indicated on January 10, 2005.

Signature		Title
* Michael Haley		President, Chief Executive Officer and Director (Principal Executive Officer)
/s/ SHAWN K. POE Shawn K. Poe		Vice President, Treasurer, Secretary and Director (Principal Financial and Accounting Officer)
/s/ LEE D. MEYER Lee D. Meyer		Vice President and Director
* Robert A. Ferris		Director
* Lynn Morstad		Chief Operating Officer and Director
*By:	/s/ SHAWN K. POE Shawn K. Poe Attorney-in-Fact

II-21

EXHIBIT INDEX

Exhibit
Number			Description
	2	.1*	Stock Purchase Agreement, dated as of December 19, 2003, among Ply Gem Investment Holdings, Inc., (f/k/a CI Investment Holdings, Inc.), Nortek, Inc. and WDS LLC.
	2	.2*	Stock Purchase Agreement, dated as of July 23, 2004, among Ply Gem Industries, Inc., MWM Holding, Inc. and the stockholders listed on Schedule 1 thereto.
	3	.1*	Amended and Restated Certificate of Incorporation of Ply Gem Industries, Inc.
	3	.2*	Amended Bylaws of Ply Gem Industries, Inc.
	3	.3*	Certificate of Incorporation of Ply Gem Holdings, Inc.
	3	.4*	Bylaws of Ply Gem Holdings, Inc.
	3	.5*	Articles of Incorporation of Great Lakes Window, Inc. (f/k/a GLW Acquisition Corp.).
	3	.6*	Certificate of Amendment to Articles of Great Lakes Window, Inc. (f/k/a GLW Acquisition Corp.).
	3	.7*	By-laws of Great Lakes Window, Inc.
	3	.8*	Restated Certificate of Incorporation of Kroy Building Products, Inc.
	3	.9*	By-laws of Kroy Building Products, Inc. (f/k/a KBP Acquisition Corp.).
	3	.10*	Certificate of Incorporation of Napco, Inc. (f/k/a PGI Investments, Inc.).
	3	.11*	Certificate of Amendment of the Certificate of Incorporation of Napco, Inc. (f/k/a/ PGI Investments, Inc.).
	3	.12*	Certificate of Merger, merging Napco, Inc. and NVP, Inc. with and into 2001 Investments, Inc., under the name Napco, Inc.
	3	.13*	By-laws of Napco, Inc. (f/k/a 2001 Investments, Inc.).
	3	.14*	Articles of Incorporation of Thermal-Gard, Inc. (f/k/a Caradon Thermal-Gard, Inc.).
	3	.15*	By-laws of Thermal-Gard, Inc.
	3	.16*	Articles of Incorporation of Variform, Inc. (f/k/a Variform Plastics, Inc.).
	3	.17*	Certificate of Merger, and Articles of Merger, merging Ayers Plastics Company, Inc. into Variform Plastics, Inc.
	3	.18*	Certificate of Amendment of the Articles of Incorporation of Variform, Inc. (f/k/a Variform Plastics, Inc.).
	3	.19*	Certificate of Amendment of the Articles of Incorporation of Variform, Inc. (f/k/a Variform Plastics, Inc.).
	3	.20*	By-laws of Variform, Inc.
	3	.21*	Certificate of Incorporation of Napco Window Systems, Inc.
	3	.22*	By-laws of Napco Window Systems, Inc.
	3	.23*	Certificate of Incorporation of MWM Holding, Inc.
	3	.24*	Bylaws of MWM Holding, Inc.
	3	.25*	Certificate of Incorporation of MW Manufacturers Holding Corp.
	3	.26*	Bylaws of MW Manufacturers Holding Corp.
	3	.27*	Certificate of Incorporation of MW Manufacturers, Inc.
	3	.28*	Bylaws of MW Manufacturers, Inc.
	3	.29*	Certificate of Incorporation of Patriot Manufacturing, Inc.
	3	.30*	Bylaws of Patriot Manufacturing, Inc.
	3	.31*	Certificate of Incorporation of Lineal Technologies, Inc.
	3	.32*	Bylaws of Lineal Technologies, Inc.
	4	.1*	Indenture, dated as of February 12, 2004, among Ply Gem Industries, Inc., the Guarantors thereto and U.S. Bank National Association, as Trustee.
	4	.2*	Form of Exchange Note (included as Exhibit A of Exhibit 4.1 of this Registration Statement).

Exhibit
Number			Description
	4	.3*	Registration Rights Agreement, dated as of February 12, 2004, among Ply Gem Industries, Inc., the Guarantors, UBS Securities LLC, Deutsche Bank Securities Inc., CIBC World Markets Corp., and Merrill Lynch, Pierce, Fenner & Smith Incorporated.
	4	.4*	First Supplemental Indenture, dated as of August 27, 2004, among Ply Gem Industries, Inc., MWM Holding, Inc., MW Manufacturers Holding Corp., MW Manufacturers, Inc., Lineal Technologies, Inc., Patriot Manufacturing, Inc. and U.S. Bank National Association, as trustee.
	5	.1***	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
	5	.2***	Opinion of Lathrop & Gage L.C.
	5	.3***	Opinion of Marshall & Melhorn LLC.
	5	.4***	Opinion of Saul Ewing LLP.
	8	.1***	Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP.
	10	.1*	Amended and Restated Credit Agreement dated as of February 12, 2004, amended and restated as of March 3, 2004, among Ply Gem Industries, Inc., as U.S. borrower, CWD Windows and Doors, Inc. as Canadian borrower, Ply Gem Holdings, Inc. and the other guarantors party thereto, as guarantors, the lenders party thereto, and UBS Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners.
	10	.2*	Credit Agreement dated as of February 12, 2004, among Ply Gem Industries, Inc., as U.S. Borrower, CWD Windows and Doors, Inc. as Canadian borrower, Ply Gem Holdings, Inc. and the other guarantors party thereto, as guarantors, the lenders party thereto, and UBS Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners.
	10	.3*	U.S. Security Agreement, dated February 12, 2003, among by Ply Gem Industries, Inc., as U.S. borrower and the guarantors party thereto and UBS AG, Stamford Branch, as Collateral Agent.
	10	.4*	Ply Gem Investment Holdings Phantom Stock Plan.
	10	.5*	Ply Gem Investment Holdings 2004 Stock Option Plan.
	10	.6*	Change in Control Severance Benefit Plan.
	10	.7*	Letter from Richard L. Bready to Lee Meyer, dated October 31, 2003, regarding key employee incentive program.
	10	.8*	Letter from Richard L. Bready to Shawn Poe, dated October 31, 2003, regarding key employee incentive program.
	10	.9*	Letter from Richard L. Bready to John Wayne, dated October 31, 2003, regarding key employee incentive program.
	10	.10*	Letter from Richard L. Bready to Mark Watson, dated October 31, 2003, regarding key employee incentive program.
	10	.11*	Letter from Richard L. Bready to Bryan Sveinson, dated October 31, 2003, regarding key employee incentive program.
	10	.12*	Separation, Consulting and Noncompetition Agreement, dated as of January 5, 2004, between John T. Forbis and Kroy Building Products, Inc.
	10	.13*	Debt Financing Advisory Agreement dated as of February 12, 2004, between Ply Gem Industries, Inc. and CxCIC LLC.
	10	.14*	General Advisory Agreement dated as of February 12, 2004, between Ply Gem Industries, Inc. and CxCIC LLC.
	10	.15*	Tax Sharing Agreement dated as of February 12, 2004, between Ply Gem Investment Holdings, Inc., Ply Gem Holdings Inc. and Ply Gem Industries, Inc.
	10	.16*	Transition Services Agreement dated as of February 12, 2004 by and between Nortek, Inc., and Ply Gem Industries, Inc.
	10	.17*	Stock Purchase Agreement, dated as of April 2, 2002, between Hoover FRT Acquisition Co. and Ply Gem Industries, Inc.

Exhibit
Number			Description
	10	.18*	Stock Purchase Agreement, dated as of November 22, 2002, between Alcoa Building Products, Inc., Ply Gem Industries, Inc. and Nortek, Inc.
	10	.19*	Letter from Richard L. Bready to John T. Forbis, dated October 31, 2003, regarding key employee incentive program.
	10	.20*	Retention Letter Bonus Agreement, between Kroy Building Products, Inc. and John T. Forbis, dated August, 1999.
	10	.21*	Second Amended and Restated Credit Agreement dated as of February 12, 2004, as first amended and restated as of March 3, 2004, as further amended and restated as of August 27, 2004, among Ply Gem Industries, Inc., as U.S. Borrower, CWD Windows and Doors, Inc. as Canadian borrower, Ply Gem Holdings, Inc. and the other guarantors party thereto, as guarantors, the lenders party thereto, and UBS Securities LLC and Deutsche Bank Securities Inc., as joint lead arrangers and bookrunners.
	10	.22*	Ply Gem Investment Holdings, Inc. Amended and Restated Phantom Stock Plan.
	12	.1*	Statement of Computation of Ratios of Earnings and Fixed Charges.
	21	.1*	List of Subsidiaries of Ply Gem Industries, Inc.
	23	.1**	Consent of Ernst & Young LLP.
	23	.2**	Consent of Ernst & Young LLP.
	23	.3**	Consent of Ernst & Young LLP.
	23	.4***	Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.2 to this Registration Statement).
	24	.1**	Powers of Attorney (included on signature pages of this Part II).
	25	.1*	Form T-1 Statement of Eligibility of U.S. Bank National Association to act as trustee under the Indenture.
	99	.1**	Form of Letter of Transmittal.
	99	.2**	Form of Notice of Guaranteed Delivery.

*  Incorporated by reference to the exhibits filed with Ply Gem Industries, Inc.’s Registration Statement on Form S-4 and the amendments thereto (File No. 333-114041).

**  Previously filed.

***  Filed herewith.

EX-5.1 2 e69242a1exv5w1.txt OPINION OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP EXHIBIT 5.1 [Paul, Weiss, Rifkind, Wharton & Garrison LLP Letterhead] January 10, 2005 Ply Gem Industries, Inc. 185 Platt Clay Way Kearney, Missouri 64060 Registration Statement on Form S-4 (Registration No. 333-121645) Ladies and Gentlemen: In connection with the Registration Statement on Form S-4, as amended (the "Registration Statement") of Ply Gem Industries, Inc., a Delaware corporation (the "Company"), and Ply Gem Holdings, Inc., a Delaware corporation ("Holdings"), Great Lakes Window, Inc., an Ohio corporation ("Great Lakes"), Kroy Building Products, Inc., a Delaware corporation ("Kroy"), Napco, Inc., a Delaware corporation ("Napco"), Napco Window Systems, Inc., a Delaware corporation ("NWS"), Thermal-Gard, Inc., a Pennsylvania corporation ("Thermal Gard"), Variform, Inc., a Missouri corporation ("Variform"), MWM Holding, Inc., a Delaware corporation ("MWM Holding"), MW Manufacturers Holding Corp., a Delaware corporation ("MW Manufacturers Holding"), MW Manufacturers, Inc., a Delaware corporation ("MW"), Patriot Manufacturing, Inc., a Delaware corporation ("Patriot"), and Lineal Technologies, Inc., a Delaware corporation ("Lineal") (collectively, the "Guarantors"), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations thereunder (the "Rules"), you have asked us to furnish our opinion as to the legality of the securities being registered under the Registration Statement. The Registration Statement relates to the registration under the Act of the Company's $135,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2012 (the "Exchange Notes") and the guarantees of the Exchange Notes by the Guarantors (the "Guarantees"). The Exchange Notes are to be offered in exchange for the Company's outstanding $135,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2012 (the "Initial Notes") issued and sold by the Company on August 27, 2004 in an offering exempt from registration under the Act. The Exchange Notes will be issued by the Company in accordance with the terms of the Indenture, dated as of February 12, 2004 (the "Indenture"), as supplemented by the First Supplemental Indenture, dated as of August 27, 2004 (the "Supplemental Indenture"), among the Company, the Guarantors and U.S. Bank National Association, as trustee. 2 In connection with the furnishing of this opinion, we have examined originals or copies certified or otherwise identified to our satisfaction, of the following documents (collectively, the "Documents"): 1. the Registration Statement; 2. the Indenture, including as exhibits thereto the form of Exchange Note and the related Guarantees, included as Exhibit 4.1 to the Registration Statement; 3. the Supplemental Indenture, included as Exhibit 4.4 to the Registration Statement; and 4. the Registration Rights Agreement, dated as of August 27, 2004 (the "Registration Rights Agreement), among the Company, the Guarantors referenced therein and the initial purchasers named therein, included as Exhibit 4.3 to the Registration Statement. In addition, we have examined (i) such corporate records of the Company and each Guarantor organized in the State of Delaware that we have considered appropriate, including a copy of the certificate of incorporation, as amended, and by-laws, as amended, of the Company and each Guarantor organized in the State of Delaware, certified as in effect on the date of this letter, and copies of resolutions of the board of directors of the Company and such Guarantors relating to the issuance of the Exchange Notes and the Guarantees, certified by officers of the Company and such Guarantors and (ii) those other certificates, agreements and documents that we deemed relevant and necessary as a basis for our opinion. We have also relied upon the factual matters contained in the representations and warranties of the Company and the 3 Guarantors made in the Documents and upon certificates of public officials and the officers of the Company and the Guarantors. In our examination of the documents referred to above, we have assumed, without independent investigation, the genuineness of all signatures, the legal capacity of all individuals who have executed any of the documents reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to the originals of all documents submitted to us as certified, photostatic, reproduced or conformed copies of valid existing agreements or other documents, the authenticity of all the latter documents and that the statements regarding matters of fact in the certificates, records, agreements, instruments and documents that we have examined are accurate and complete. We have also assumed, without independent investigation, (i) that the Exchange Notes and Guarantees will be issued as described in the Registration Statement and (ii) that the Exchange Notes and Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added. With regards to certain matters of state law, we have relied, with the Company's permission, upon the opinions of Lathrop & Gage L.C., Marshall & Melhorn LLC, and Saul Ewing LP, filed as Exhibits 5.2, 5.3 and 5.4, respectively, to the Registration Statement. Based upon the above, and subject to the stated assumptions, exceptions and qualifications, we are of the opinion that: 1. When duly issued, authenticated and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture, as supplemented, and Registration Rights Agreement, the Exchange Notes will be legal, valid and binding obligations of the 4 Company enforceable against the Company in accordance with their terms, except that the enforceability of the Exchange Notes may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforceability is considered in a proceeding in equity or at law). 2. When duly executed, issued and delivered against the surrender and cancellation of the Initial Notes as set forth in the Registration Statement and in accordance with the terms of the Indenture, as supplemented, and Registration Rights Agreement, the Guarantees will be legal, valid and binding obligations of each of the Guarantors enforceable against each of the Guarantors in accordance with their terms, except that enforceability of the Guarantees may be subject to bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer, moratorium or similar laws affecting creditors' rights generally and subject to general principles of equity (regardless of whether enforcement is considered in a proceeding in equity or at law). The opinions expressed above are limited to the laws of the State of New York and the General Corporation Law of the State of Delaware. Our opinion is rendered only with respect to the laws, and the rules, regulations and orders under those laws that are in effect on the effective date of the Registration Statement. 5 We hereby consent to use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" contained in the Prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules. Very truly yours, /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP ------------------------------------------------- PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 6 EX-5.2 3 e69242a1exv5w2.txt OPINION OF LATHROP & GAGE L.C. EXHIBIT 5.2 [Lathrop & Gage L.C. Letterhead} January 10, 2005 Ply Gem Industries, Inc. 185 Platt Clay Way Kearney, Missouri 64060 Re: Ply Gem Industries, Inc. Exchange Offer for $135,000,000 9% Senior Subordinated Notes due 2012 Ladies and Gentlemen: In connection with the Registration Statement on Form S-4, as amended (the "Registration Statement"), of Ply Gem Industries, Inc., a Delaware corporation (the "Company"), and Ply Gem Holdings, Inc., a Delaware corporation ("Holdings"), Great Lakes Window, Inc., an Ohio corporation ("Great Lakes"), Kroy Building Products, Inc., a Delaware corporation ("Kroy"), Napco, Inc., a Delaware corporation ("Napco"), Napco Window Systems, Inc., a Delaware corporation ("NWS"), Thermal-Gard, Inc., a Pennsylvania corporation ("Thermal Gard"), Variform, Inc., a Missouri corporation ("Variform"), MWM Holding, Inc., a Delaware corporation, MW Manufacturers Holding Corp., a Delaware corporation, MW Manufacturers, Inc., a Delaware corporation, Lineal Technologies, Inc., a Delaware corporation, and Patriot Manufacturing, Inc., a Delaware corporation (collectively, the "Guarantors"), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and the rules and regulations thereunder (the "Rules"), you have asked us, as special counsel in the State of Missouri to Variform, to furnish the opinions set forth below. The Registration Statement relates to the registration under the Act of the Company's $135,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2012 (the "Exchange Notes") and the guarantees of the Exchange Notes by the Guarantors (the "Guarantees") The Exchange Notes are to be offered in exchange for the Company's outstanding $135,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2012 (the "Initial Notes") issued and sold by the Company on August 27, 2004 in an offering exempt from registration under the Act. The Exchange Notes will be issued by the Company in accordance with the terms of the Indenture (the "Indenture"), dated as of February 12, 2004, as supplemented by the First Supplemental Indenture, dated as of August 27, 2004 (the "Supplemental Indenture"), among the Company, the Guarantors and U.S. Bank National Association, as trustee. Ply Gem Industries, Inc. January 10, 2005 Page 2 As special counsel to Variform, we have examined originals or copies (certified or otherwise identified to our satisfaction) of the Indenture, the Supplemental Indenture, the form of Exchange Notes and such corporate records and other documents as we have considered relevant and necessary for the purposes of this opinion. As to matters of fact, we have relied upon representations of officers of Variform, including but not limited to those set forth in the Certificate of the Secretary of Variform, Inc. of even date herewith, and upon certain certificates of public officials. As to matters of law, we express no opinion as to any matter relating to the laws of any jurisdiction other than the laws of the State of Missouri. We have assumed due authorization, execution and delivery of the Indenture and the other agreements and documents referred to in this opinion by all parties thereto other than the Company and its affiliates and the enforceability of the Indenture and such other agreements and documents against such parties. We have also assumed, without independent investigation, (i) that the Exchange Notes and Guarantees will be issued as described in the Registration Statement and (ii) that the Exchange Notes and Guarantees will be in substantially the form attached to the Indenture and that any information omitted from such form will be properly added. We have also assumed the correctness of all statements of fact contained in all agreements, certificates and other documents examined by us; the correctness of all statements of fact made in response to our inquiries by officers and other representatives of Variform and by public officials; the legal capacity of all natural persons; the genuineness of all signatures on all agreements and other documents examined by us; the authenticity of all documents submitted to us as originals and the conformity to authentic original documents of all documents submitted to us as copies. We have also assumed that Variform has or will receive any consideration required under Missouri law for its issuance of the Guarantees. Based upon, and subject to, the foregoing, we are of the opinion that: (i) Variform is validly existing as a corporation and in good standing under the laws of the State of Missouri. (ii) Variform has duly authorized the Guarantees and duly authorized the performance of its obligations thereunder. (iii) Variform has the requisite corporate power and authority to execute, deliver and perform its obligations under the Guarantees. (iv) The issuance, execution and delivery of the Guarantees by Variform and the performance of its obligations thereunder will not result in a violation of the certificate of incorporation, as amended, or by-laws, as amended, of Variform, as certified by Variform, as in Ply Gem Industries, Inc. January 10, 2005 Page 3 effect on the date of the opinion (collectively, the "Charter Documents") or any Missouri statute, rule or regulation binding on Variform. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" contained in the Prospectus included in the Registration Statement. In giving this consent, we do not thereby admit that we come within the category of persons whose consent is required by the Act or the Rules. The opinions set forth in this letter are effective as of the date hereof. We express no opinions other than as herein expressly set forth, and no expansion of our opinions may be made by implication or otherwise. This opinion letter may be relied upon only in connection with the registration and initial issuance, purchase and sale of the Exchange Notes. Very truly yours, LATHROP & GAGE L.C. /s/ Lathrop & Gage L.C. ------------------------- EX-5.3 4 e69242a1exv5w3.txt OPINION OF MARSHALL & MELHORN LLC. EXHIBIT 5.3 [ON MARSHALL & MELHORN, LLC LETTERHEAD] January 10, 2005 Ply Gem Industries, Inc. 185 Platt Clay Way Kearney, Missouri 64060 Re: Ply Gem Industries, Inc. - $135,000,000 9% Senior Subordinated Notes Due 2012 Ladies and Gentlemen: We have acted as special counsel in the State of Ohio (the "State") to Great Lakes Window, Inc., an Ohio corporation (the "Company"), to render the opinions set forth herein (collectively, the "Opinion") in connection with the Registration Statement on Form S-4, as amended (the "Registration Statement") of Ply Gem Industries, Inc., a Delaware corporation (the "Parent"), and Ply Gem Holdings, Inc., a Delaware corporation, Kroy Building Products, Inc., a Delaware corporation, Napco, Inc., a Delaware corporation, Napco Window Systems, Inc., a Delaware corporation, Thermal-Gard, Inc., a Pennsylvania corporation, Variform, Inc., a Missouri corporation, MWM Holding, Inc., a Delaware corporation, MW Manufacturers Holding Corp., a Delaware corporation, MW Manufacturers, Inc., a Delaware corporation, Lineal Technologies, Inc., a Delaware corporation, Patriot Manufacturing, Inc., a Delaware corporation and the Company (collectively, the "Guarantors"), filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended, and the rules and regulations thereunder. The Registration Statement relates to the registration under the Act of the Parent's $135,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2012 (the "Exchange Notes") and the guarantees of the Exchange Notes by the Guarantors (collectively, the "Guarantees" and each a "Guaranty"). You have asked us to furnish our opinion as to the organization and qualification of the Company and as to enforceability against the Company of the Guaranty executed by the Company of the Exchange Notes. In addition to the Registration Agreement, in rendering our Opinion we have reviewed and relied upon: (x) the certificate of the Secretary of the Company dated and delivered to us as of even date herewith (the "Officer Certificate"); and (y) such other certificates, documents, and records as we have deemed relevant to our opinions and the factual assumptions underlying the legal conclusions set forth herein. Ply Gem Industries, Inc. January 10, 2005 Page 2 I. ASSUMPTIONS The Opinion rendered in this letter is based upon the following assumptions, together with such additional assumptions and qualifications as may be more specifically set forth in other sections of this letter (collectively, "Assumptions"). 1. All signatures on all original documents are genuine and authentic. All documents that were submitted to us as originals are authentic, true, accurate and complete. All documents that were submitted to us as certified or photographic copies conform to the original documents, which are themselves authentic, true, accurate and complete. 2. The statements regarding matters of fact in the certificates (inclusive of the Officer Certificate), records, agreements, instruments and documents that we have examined in connection with our preparation and rendering of this Opinion are accurate and complete. II. OPINION Subject to the foregoing Assumptions and the Limitations set forth below, it is our opinion that: 1. The Company (a) is an Ohio corporation, duly organized and validly existing and in good standing under the laws of the State, and (b) is qualified to do business and is in good standing in the State. 2. The Company has all requisite corporate or other power and authority to execute, deliver and perform all of its obligations under the Guarantee and the execution and delivery of the Guarantee by the Company and the performance of its obligations thereunder have been duly and validly authorized by all requisite action of the governing authority of the Company. 3. The issuance, execution and delivery of the Guarantee by the Company and the performance of its obligations thereunder will not result in a violation of Company's Organizational Documents or any law of the State of Ohio. III. LIMITATIONS The foregoing Opinion is subject to the following exceptions and limitations (collectively, "Limitations"): 1. Any limitations imposed by and the effect of all applicable bankruptcy, reorganization, insolvency, moratorium or similar laws at any time generally in effect with respect to the enforcement of creditors' rights. 2. The Opinion set forth herein is given as of the date hereof only, and does not contemplate, and no opinion is given or intended, with respect, to future events or subsequent changes in law or fact. Ply Gem Industries, Inc. January 10, 2005 Page 3 We are licensed to practice in the State. This Opinion is based solely on the laws of the State and, to the extent applicable, the United States of America. No opinion is intended to be given with respect to the laws of any other jurisdiction. The Opinion expressed herein is rendered in connection with the issuance by Parent of the Exchange Notes and for the sole purpose of serving as an Exhibit to the Registration Statement on Form S-4 and is to be read and relied upon only in connection therewith. Very truly yours, /s/ Marshall & Melhorn, LLC Marshall & Melhorn, LLC EX-5.4 5 e69242a1exv5w4.txt OPINION OF SAUL WING LLP EXHIBIT 5.4 [SAUL EWING LLP LOGO] lawyers@saul.com www.saul.com January 10, 2005 Ply Gem Industries, Inc. 185 Platt Clay Way Kearney, MO 64060 RE: $135,000,000 9% SENIOR SUBORDINATED NOTES Ladies and Gentlemen: We have acted as special counsel in the Commonwealth of Pennsylvania ( the "State") to Thermal-Gard, Inc., a Pennsylvania corporation ("Thermal-Gard") in connection with the following documents (collectively, the "DOCUMENTS"): 1. the Registration Rights Agreement dated as of August 27, 2004 by and between the Issuers (as defined therein) and Initial Purchasers (the "Registration Rights Agreement"); 2. the Registration Statement on Form S-4 (Registration No. 333-121645) of, inter alia, Ply Gem Industries, Inc., a Delaware corporation; 3. the Indenture dated as of February 12, 2004 by and between the Issuers and U.S. Bank National Association, as trustee, including the Guarantee (as defined below) contained therein, as supplemented by the First Supplemental Indenture dated August 27, 2004 among Ply Gem Industries, Inc., the Guarantors named therein and U.S. Bank National Association, as trustee (together, the "Indenture"); and 4. the form of the $135,000,000 aggregate principal amount of 9% Senior Subordinated Notes due 2012 (the "Exchange Notes"). We have also examined the following: (a) Articles of Incorporation of Thermal-Gard; (b) Bylaws of Thermal-Gard; (c) Certified Resolution of the Board of Directors of Thermal-Gard dated August 27, 2004; and Ply Gem Industries, Inc. January 10, 2005 Page 2 (d) such other documents and matters as we have deemed necessary and appropriate to render the opinions set forth in this letter, subject to the assumptions, qualifications, limitations, exceptions and restrictions noted below. Based solely upon the foregoing, and subject to the assumptions, qualifications, limitations, exceptions and restrictions hereinafter set forth, we are of the opinion that: (i) Thermal-Gard is duly organized and validly existing and subsisting under the laws of the Commonwealth of Pennsylvania. (ii) Thermal-Gard has all requisite power and authority to execute, deliver and perform its obligations under the Documents. The Documents to which Thermal-Gard is a party have been duly authorized, executed and delivered by Thermal-Gard. (iii) Thermal-Gard has duly authorized the guarantee of the Exchange Notes contained in the Indenture (collectively, the "Guarantee"). (iv) The issuance of the Guarantee by Thermal-Gard and the execution, delivery and compliance by Thermal-Gard of the Documents and the performance of its obligations thereunder will not result in a violation of the Thermal-Gard's Articles of Incorporation (as amended), By-Laws (as amended), or the laws of the Commonwealth of Pennsylvania in effect (in each case) as of the date of this opinion. QUALIFICATIONS AND LIMITATIONS The opinions set forth in this letter are subject to the following assumptions, qualifications, limitations, exceptions and restrictions: (1) We have made the following assumptions: a. Each document submitted to us for review is accurate and complete; each such document submitted to us as an original is authentic; each such document submitted to us as a copy conforms to the original document. b. All signatures of the parties on any of the Documents are genuine. (2) The opinions set forth in this letter: a. are limited to the law of the Commonwealth of Pennsylvania and the Federal law of the United States of America, each to the extent applicable. We express no opinion as to the laws of any other jurisdiction or the effect thereof; Ply Gem Industries, Inc. January 10, 2005 Page 3 b. are limited to those matters which are expressly set forth in this letter, and no opinion may be inferred or implied beyond the matters expressly set forth in this letter; and c. must be read in conjunction with the assumptions, qualifications, limitations, exceptions and restrictions set forth in this letter. We consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the heading "Legal Matters" contained in the Prospectus included in the Registration Statement. In giving this consent, we do not admit that we come within the category of persons whose consent is required by the Securities Act of 1933, as amended, or the rules and regulations thereunder. Very truly yours, /s/ Saul Ewing LP EX-8.1 6 e69242a1exv8w1.txt OPINION OF PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP EXHIBIT 8.1 [Paul, Weiss, Rifkind, Wharton & Garrison LLP Letterhead] (212) 373-3000 (212) 757-3990 January 10, 2005 Ply Gem Industries, Inc. 185 Platt Clay Way Kearney, Missouri 64060 Registration Statement on Form S-4 Ladies and Gentlemen: We have acted as United States federal income tax counsel for Ply Gem Industries, Inc. a Delaware Corporation (the "Company") in connection with the offer to exchange $135,000,000 aggregate principal amount at maturity of new 9% Senior Subordinated Notes due 2012 (the "Exchange Notes"), for the same aggregate principal amount of substantially identical 9% Senior Subordinated Notes due 2012 (the "Initial Notes") that were issued and sold by the Company on August 27, 2004 in an offering that was exempt from registration under the Securities Act of 1933, as amended (the "Securities Act"). We are rendering this opinion in connection with the Registration Statement on Form S-4 (the "Registration Statement") filed by the Company with the Securities and Exchange Commission pursuant to the Securities Act, and the rules and regulations thereunder (the "Rules"). Capitalized terms used and not otherwise defined herein have the meanings given them in the Registration Statement. In rendering our opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such agreements and other documents as we Ply Gem Industries, Inc. have deemed relevant and necessary and we have made such investigations of law as we have deemed appropriate as a basis for the opinion expressed below. In our examination, we have assumed, without independent verification, (i) the authenticity of original documents, (ii) the accuracy of copies and the genuineness of signatures, (iii) that the execution and delivery by the Company of each document to which it is a party and the performance by such party of its obligations thereunder have been authorized by all necessary measures and do not violate or result in a breach of or default under such party's certificate or instrument of formation and by-laws or the laws of such party's jurisdiction of organization, (iv) that each such agreement represents the entire agreement between the parties with respect to the subject matter thereof, (v) the parties to each agreement have complied, and will comply, with all of their respective covenants, agreements and undertakings contained therein and (vi) the transactions provided for by each agreement were and will be carried out in accordance with their terms. The opinion set forth below is limited to the Internal Revenue Code of 1986, as amended, administrative rulings, judicial decisions, treasury regulations and other applicable authorities. The statutory provisions, regulations and interpretations upon which our opinion is based are subject to change, and such changes could apply retroactively. Any such change could affect the continuing validity of the opinion set forth below. The opinion set forth herein has no binding effect on the United States Internal Revenue Service or the courts of the United States. No assurance can be given that, if the matter were contested, a court would agree with the opinion set forth herein. Based upon and subject to the foregoing, and subject to the qualifications set forth herein, we hereby confirm that the discussion set forth in the Registration Statement under the heading "Federal income tax considerations" is our opinion. Such discussion does not, however, purport to discuss all United States federal income tax consequences and is limited to those United States federal income tax consequences specifically discussed therein and subject to the qualifications set forth therein. In giving the foregoing opinion, we express no opinion other than as to the federal income tax laws of the United States of America. Furthermore, in rendering our opinion, we have made no independent investigation of the facts referred to herein and have relied for the purpose of rendering this opinion exclusively on those facts that have been provided to us by you and your agents, which we assume have been, and will continue to be, true. We are furnishing this letter in our capacity as United States federal income tax counsel to the Company. This letter is not to be used, circulated, quoted or otherwise referred to for any other purpose, except as set forth below. We hereby consent to the filing of this opinion as an exhibit to the Registration Statement. The issuance of such a consent does not concede that we are an "expert" for purposes of the Securities Act. Very truly yours, 2 Ply Gem Industries, Inc. /s/ Paul, Weiss, Rifkind, Wharton & Garrison LLP ------------------------------------------------- PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP 3 -----END PRIVACY-ENHANCED MESSAGE-----

EX-5.1

                                                                     EXHIBIT 5.1

           [Paul, Weiss, Rifkind, Wharton & Garrison LLP Letterhead]


                                                January 10, 2005

Ply Gem Industries, Inc.
185 Platt Clay Way
Kearney, Missouri  64060

                       Registration Statement on Form S-4
                          (Registration No. 333-121645)

Ladies and Gentlemen:

      In connection with the Registration Statement on Form S-4, as amended (the
"Registration Statement") of Ply Gem Industries, Inc., a Delaware corporation
(the "Company"), and Ply Gem Holdings, Inc., a Delaware corporation
("Holdings"), Great Lakes Window, Inc., an Ohio corporation ("Great Lakes"),
Kroy Building Products, Inc., a Delaware corporation ("Kroy"), Napco, Inc., a
Delaware corporation ("Napco"), Napco Window Systems, Inc., a Delaware
corporation ("NWS"), Thermal-Gard, Inc., a



Pennsylvania corporation ("Thermal Gard"), Variform, Inc., a Missouri
corporation ("Variform"), MWM Holding, Inc., a Delaware corporation ("MWM
Holding"), MW Manufacturers Holding Corp., a Delaware corporation ("MW
Manufacturers Holding"), MW Manufacturers, Inc., a Delaware corporation ("MW"),
Patriot Manufacturing, Inc., a Delaware corporation ("Patriot"), and Lineal
Technologies, Inc., a Delaware corporation ("Lineal") (collectively, the
"Guarantors"), filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended (the "Act"), and the rules and regulations
thereunder (the "Rules"), you have asked us to furnish our opinion as to the
legality of the securities being registered under the Registration Statement.
The Registration Statement relates to the registration under the Act of the
Company's $135,000,000 aggregate principal amount of 9% Senior Subordinated
Notes due 2012 (the "Exchange Notes") and the guarantees of the Exchange Notes
by the Guarantors (the "Guarantees").

      The Exchange Notes are to be offered in exchange for the Company's
outstanding $135,000,000 aggregate principal amount of 9% Senior Subordinated
Notes due 2012 (the "Initial Notes") issued and sold by the Company on August
27, 2004 in an offering exempt from registration under the Act. The Exchange
Notes will be issued by the Company in accordance with the terms of the
Indenture, dated as of February 12, 2004 (the "Indenture"), as supplemented by
the First Supplemental Indenture, dated as of August 27, 2004 (the "Supplemental
Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee.

                                        2


      In connection with the furnishing of this opinion, we have examined
originals or copies certified or otherwise identified to our satisfaction, of
the following documents (collectively, the "Documents"):

      1.    the Registration Statement;

      2.    the Indenture, including as exhibits thereto the form of Exchange
Note and the related Guarantees, included as Exhibit 4.1 to the Registration
Statement;

      3.    the Supplemental Indenture, included as Exhibit 4.4 to the
Registration Statement; and

      4.    the Registration Rights Agreement, dated as of August 27, 2004 (the
"Registration Rights Agreement), among the Company, the Guarantors referenced
therein and the initial purchasers named therein, included as Exhibit 4.3 to the
Registration Statement.

      In addition, we have examined (i) such corporate records of the Company
and each Guarantor organized in the State of Delaware that we have considered
appropriate, including a copy of the certificate of incorporation, as amended,
and by-laws, as amended, of the Company and each Guarantor organized in the
State of Delaware, certified as in effect on the date of this letter, and copies
of resolutions of the board of directors of the Company and such Guarantors
relating to the issuance of the Exchange Notes and the Guarantees, certified by
officers of the Company and such Guarantors and (ii) those other certificates,
agreements and documents that we deemed relevant and necessary as a basis for
our opinion. We have also relied upon the factual matters contained in the
representations and warranties of the Company and the

                                       3


Guarantors made in the Documents and upon certificates of public officials and
the officers of the Company and the Guarantors.

      In our examination of the documents referred to above, we have assumed,
without independent investigation, the genuineness of all signatures, the legal
capacity of all individuals who have executed any of the documents reviewed by
us, the authenticity of all documents submitted to us as originals, the
conformity to the originals of all documents submitted to us as certified,
photostatic, reproduced or conformed copies of valid existing agreements or
other documents, the authenticity of all the latter documents and that the
statements regarding matters of fact in the certificates, records, agreements,
instruments and documents that we have examined are accurate and complete. We
have also assumed, without independent investigation, (i) that the Exchange
Notes and Guarantees will be issued as described in the Registration Statement
and (ii) that the Exchange Notes and Guarantees will be in substantially the
form attached to the Indenture and that any information omitted from such form
will be properly added. With regards to certain matters of state law, we have
relied, with the Company's permission, upon the opinions of Lathrop & Gage L.C.,
Marshall & Melhorn LLC, and Saul Ewing LP, filed as Exhibits 5.2, 5.3 and 5.4,
respectively, to the Registration Statement.

      Based upon the above, and subject to the stated assumptions, exceptions
and qualifications, we are of the opinion that:

      1.    When duly issued, authenticated and delivered against the surrender
and cancellation of the Initial Notes as set forth in the Registration Statement
and in accordance with the terms of the Indenture, as supplemented, and
Registration Rights Agreement, the Exchange Notes will be legal, valid and
binding obligations of the

                                       4


Company enforceable against the Company in accordance with their terms, except
that the enforceability of the Exchange Notes may be subject to bankruptcy,
insolvency, reorganization, fraudulent conveyance or transfer, moratorium or
similar laws affecting creditors' rights generally and subject to general
principles of equity (regardless of whether enforceability is considered in a
proceeding in equity or at law).

      2.    When duly executed, issued and delivered against the surrender and
cancellation of the Initial Notes as set forth in the Registration Statement and
in accordance with the terms of the Indenture, as supplemented, and Registration
Rights Agreement, the Guarantees will be legal, valid and binding obligations of
each of the Guarantors enforceable against each of the Guarantors in accordance
with their terms, except that enforceability of the Guarantees may be subject to
bankruptcy, insolvency, reorganization, fraudulent conveyance or transfer,
moratorium or similar laws affecting creditors' rights generally and subject to
general principles of equity (regardless of whether enforcement is considered in
a proceeding in equity or at law).

      The opinions expressed above are limited to the laws of the State of New
York and the General Corporation Law of the State of Delaware. Our opinion is
rendered only with respect to the laws, and the rules, regulations and orders
under those laws that are in effect on the effective date of the Registration
Statement.

                                       5

      We hereby consent to use of this opinion as an exhibit to the Registration
Statement and to the use of our name under the heading "Legal Matters" contained
in the Prospectus included in the Registration Statement. In giving this
consent, we do not thereby admit that we come within the category of persons
whose consent is required by the Act or the Rules.

                               Very truly yours,

                               /s/  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                               -------------------------------------------------
                                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

                                       6

EX-5.2

                                                                     EXHIBIT 5.2

                        [Lathrop & Gage L.C. Letterhead}

                                January 10, 2005

Ply Gem Industries, Inc.
185 Platt Clay Way
Kearney, Missouri  64060

      Re:   Ply Gem Industries, Inc. Exchange Offer for $135,000,000 9% Senior
            Subordinated Notes due 2012

Ladies and Gentlemen:

      In connection with the Registration Statement on Form S-4, as amended (the
"Registration Statement"), of Ply Gem Industries, Inc., a Delaware corporation
(the "Company"), and Ply Gem Holdings, Inc., a Delaware corporation
("Holdings"), Great Lakes Window, Inc., an Ohio corporation ("Great Lakes"),
Kroy Building Products, Inc., a Delaware corporation ("Kroy"), Napco, Inc., a
Delaware corporation ("Napco"), Napco Window Systems, Inc., a Delaware
corporation ("NWS"), Thermal-Gard, Inc., a Pennsylvania corporation ("Thermal
Gard"), Variform, Inc., a Missouri corporation ("Variform"), MWM Holding, Inc.,
a Delaware corporation, MW Manufacturers Holding Corp., a Delaware corporation,
MW Manufacturers, Inc., a Delaware corporation, Lineal Technologies, Inc., a
Delaware corporation, and Patriot Manufacturing, Inc., a Delaware corporation
(collectively, the "Guarantors"), filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended (the "Act"), and
the rules and regulations thereunder (the "Rules"), you have asked us, as
special counsel in the State of Missouri to Variform, to furnish the opinions
set forth below. The Registration Statement relates to the registration under
the Act of the Company's $135,000,000 aggregate principal amount of 9% Senior
Subordinated Notes due 2012 (the "Exchange Notes") and the guarantees of the
Exchange Notes by the Guarantors (the "Guarantees")

      The Exchange Notes are to be offered in exchange for the Company's
outstanding $135,000,000 aggregate principal amount of 9% Senior Subordinated
Notes due 2012 (the "Initial Notes") issued and sold by the Company on August
27, 2004 in an offering exempt from registration under the Act. The Exchange
Notes will be issued by the Company in accordance with the terms of the
Indenture (the "Indenture"), dated as of February 12, 2004, as supplemented by
the First Supplemental Indenture, dated as of August 27, 2004 (the "Supplemental
Indenture"), among the Company, the Guarantors and U.S. Bank National
Association, as trustee.



Ply Gem Industries, Inc.
January 10, 2005
Page 2

      As special counsel to Variform, we have examined originals or copies
(certified or otherwise identified to our satisfaction) of the Indenture, the
Supplemental Indenture, the form of Exchange Notes and such corporate records
and other documents as we have considered relevant and necessary for the
purposes of this opinion.

      As to matters of fact, we have relied upon representations of officers of
Variform, including but not limited to those set forth in the Certificate of the
Secretary of Variform, Inc. of even date herewith, and upon certain certificates
of public officials. As to matters of law, we express no opinion as to any
matter relating to the laws of any jurisdiction other than the laws of the State
of Missouri.

      We have assumed due authorization, execution and delivery of the Indenture
and the other agreements and documents referred to in this opinion by all
parties thereto other than the Company and its affiliates and the enforceability
of the Indenture and such other agreements and documents against such parties.
We have also assumed, without independent investigation, (i) that the Exchange
Notes and Guarantees will be issued as described in the Registration Statement
and (ii) that the Exchange Notes and Guarantees will be in substantially the
form attached to the Indenture and that any information omitted from such form
will be properly added. We have also assumed the correctness of all statements
of fact contained in all agreements, certificates and other documents examined
by us; the correctness of all statements of fact made in response to our
inquiries by officers and other representatives of Variform and by public
officials; the legal capacity of all natural persons; the genuineness of all
signatures on all agreements and other documents examined by us; the
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all documents submitted to us as copies. We have
also assumed that Variform has or will receive any consideration required under
Missouri law for its issuance of the Guarantees.

      Based upon, and subject to, the foregoing, we are of the opinion that:

      (i)   Variform is validly existing as a corporation and in good standing
under the laws of the State of Missouri.

      (ii)  Variform has duly authorized the Guarantees and duly authorized the
performance of its obligations thereunder.

      (iii) Variform has the requisite corporate power and authority to execute,
deliver and perform its obligations under the Guarantees.

      (iv)  The issuance, execution and delivery of the Guarantees by Variform
and the performance of its obligations thereunder will not result in a violation
of the certificate of incorporation, as amended, or by-laws, as amended, of
Variform, as certified by Variform, as in



Ply Gem Industries, Inc.
January 10, 2005
Page 3

effect on the date of the opinion (collectively, the "Charter Documents") or any
Missouri statute, rule or regulation binding on Variform.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" contained in the Prospectus included in the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required by the Act or the Rules.

      The opinions set forth in this letter are effective as of the date hereof.
We express no opinions other than as herein expressly set forth, and no
expansion of our opinions may be made by implication or otherwise.

      This opinion letter may be relied upon only in connection with the
registration and initial issuance, purchase and sale of the Exchange Notes.

                                                Very truly yours,

                                                    LATHROP & GAGE L.C.

                                                /s/ Lathrop & Gage L.C.
                                                -------------------------

EX-5.3

                                                                     EXHIBIT 5.3

                     [ON MARSHALL & MELHORN, LLC LETTERHEAD]




                                                     January 10, 2005


Ply Gem Industries, Inc.
185 Platt Clay Way
Kearney, Missouri 64060


     Re:  Ply Gem Industries, Inc. - $135,000,000 9% Senior Subordinated Notes
          Due 2012


Ladies and Gentlemen:

     We have acted as special counsel in the State of Ohio (the "State") to
Great Lakes Window, Inc., an Ohio corporation (the "Company"), to render the
opinions set forth herein (collectively, the "Opinion") in connection with the
Registration Statement on Form S-4, as amended (the "Registration Statement") of
Ply Gem Industries, Inc., a Delaware corporation (the "Parent"), and Ply Gem
Holdings, Inc., a Delaware corporation, Kroy Building Products, Inc., a Delaware
corporation, Napco, Inc., a Delaware corporation, Napco Window Systems, Inc., a
Delaware corporation, Thermal-Gard, Inc., a Pennsylvania corporation, Variform,
Inc., a Missouri corporation, MWM Holding, Inc., a Delaware corporation, MW
Manufacturers Holding Corp., a Delaware corporation, MW Manufacturers, Inc., a
Delaware corporation, Lineal Technologies, Inc., a Delaware corporation, Patriot
Manufacturing, Inc., a Delaware corporation and the Company (collectively, the
"Guarantors"), filed with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, and the rules and regulations thereunder.
The Registration Statement relates to the registration under the Act of the
Parent's $135,000,000 aggregate principal amount of 9% Senior Subordinated Notes
due 2012 (the "Exchange Notes") and the guarantees of the Exchange Notes by the
Guarantors (collectively, the "Guarantees" and each a "Guaranty"). You have
asked us to furnish our opinion as to the organization and qualification of the
Company and as to enforceability against the Company of the Guaranty executed by
the Company of the Exchange Notes.

     In addition to the Registration Agreement, in rendering our Opinion we have
reviewed and relied upon: (x) the certificate of the Secretary of the Company
dated and delivered to us as of even date herewith (the "Officer Certificate");
and (y) such other certificates, documents, and records as we have deemed
relevant to our opinions and the factual assumptions underlying the legal
conclusions set forth herein.


Ply Gem Industries, Inc.
January 10, 2005
Page 2


                                 I. ASSUMPTIONS

     The Opinion rendered in this letter is based upon the following
assumptions, together with such additional assumptions and qualifications as may
be more specifically set forth in other sections of this letter (collectively,
"Assumptions").

     1.   All signatures on all original documents are genuine and authentic.
          All documents that were submitted to us as originals are authentic,
          true, accurate and complete. All documents that were submitted to us
          as certified or photographic copies conform to the original documents,
          which are themselves authentic, true, accurate and complete.

     2.   The statements regarding matters of fact in the certificates
          (inclusive of the Officer Certificate), records, agreements,
          instruments and documents that we have examined in connection with our
          preparation and rendering of this Opinion are accurate and complete.


                                  II. OPINION

     Subject to the foregoing Assumptions and the Limitations set forth below,
it is our opinion that:

     1.   The Company (a) is an Ohio corporation, duly organized and validly
          existing and in good standing under the laws of the State, and (b) is
          qualified to do business and is in good standing in the State.

     2.   The Company has all requisite corporate or other power and authority
          to execute, deliver and perform all of its obligations under the
          Guarantee and the execution and delivery of the Guarantee by the
          Company and the performance of its obligations thereunder have been
          duly and validly authorized by all requisite action of the governing
          authority of the Company.

     3.   The issuance, execution and delivery of the Guarantee by the Company
          and the performance of its obligations thereunder will not result in a
          violation of Company's Organizational Documents or any law of the
          State of Ohio.


                                III. LIMITATIONS

     The foregoing Opinion is subject to the following exceptions and
limitations (collectively, "Limitations"):

     1.   Any limitations imposed by and the effect of all applicable
          bankruptcy, reorganization, insolvency, moratorium or similar laws at
          any time generally in effect with respect to the enforcement of
          creditors' rights.

     2.   The Opinion set forth herein is given as of the date hereof only, and
          does not contemplate, and no opinion is given or intended, with
          respect, to future events or subsequent changes in law or fact.


Ply Gem Industries, Inc.
January 10, 2005
Page 3

     We are licensed to practice in the State. This Opinion is based solely on
the laws of the State and, to the extent applicable, the United States of
America. No opinion is intended to be given with respect to the laws of any
other jurisdiction.

     The Opinion expressed herein is rendered in connection with the issuance by
Parent of the Exchange Notes and for the sole purpose of serving as an Exhibit
to the Registration Statement on Form S-4 and is to be read and relied upon only
in connection therewith.

                                                   Very truly yours,


                                                   /s/ Marshall & Melhorn, LLC

                                                   Marshall & Melhorn, LLC

EX-5.4

                                                                     EXHIBIT 5.4


[SAUL EWING LLP LOGO]                                           lawyers@saul.com

                                                                    www.saul.com

                                                January 10, 2005
Ply Gem Industries, Inc.
185 Platt Clay Way
Kearney, MO 64060

            RE: $135,000,000 9% SENIOR SUBORDINATED NOTES

Ladies and Gentlemen:

      We have acted as special counsel in the Commonwealth of Pennsylvania ( the
"State") to Thermal-Gard, Inc., a Pennsylvania corporation ("Thermal-Gard") in
connection with the following documents (collectively, the "DOCUMENTS"):

            1.    the Registration Rights Agreement dated as of August 27, 2004
by and between the Issuers (as defined therein) and Initial Purchasers (the
"Registration Rights Agreement");

            2.    the Registration Statement on Form S-4 (Registration No.
333-121645) of, inter alia, Ply Gem Industries, Inc., a Delaware corporation;

            3.    the Indenture dated as of February 12, 2004 by and between the
Issuers and U.S. Bank National Association, as trustee, including the Guarantee
(as defined below) contained therein, as supplemented by the First Supplemental
Indenture dated August 27, 2004 among Ply Gem Industries, Inc., the Guarantors
named therein and U.S. Bank National Association, as trustee (together, the
"Indenture"); and

            4.    the form of the $135,000,000 aggregate principal amount of 9%
Senior Subordinated Notes due 2012 (the "Exchange Notes").

            We have also examined the following:

                  (a)   Articles of Incorporation of Thermal-Gard;

                  (b)   Bylaws of Thermal-Gard;

                  (c)   Certified Resolution of the Board of Directors of
Thermal-Gard dated August 27, 2004; and



Ply Gem Industries, Inc.
January 10, 2005
Page 2

                  (d)   such other documents and matters as we have deemed
necessary and appropriate to render the opinions set forth in this letter,
subject to the assumptions, qualifications, limitations, exceptions and
restrictions noted below.

            Based solely upon the foregoing, and subject to the assumptions,
qualifications, limitations, exceptions and restrictions hereinafter set forth,
we are of the opinion that:

(i)   Thermal-Gard is duly organized and validly existing and subsisting under
      the laws of the Commonwealth of Pennsylvania.

(ii)  Thermal-Gard has all requisite power and authority to execute, deliver and
      perform its obligations under the Documents. The Documents to which
      Thermal-Gard is a party have been duly authorized, executed and delivered
      by Thermal-Gard.

(iii) Thermal-Gard has duly authorized the guarantee of the Exchange Notes
      contained in the Indenture (collectively, the "Guarantee").

(iv)  The issuance of the Guarantee by Thermal-Gard and the execution, delivery
      and compliance by Thermal-Gard of the Documents and the performance of its
      obligations thereunder will not result in a violation of the
      Thermal-Gard's Articles of Incorporation (as amended), By-Laws (as
      amended), or the laws of the Commonwealth of Pennsylvania in effect (in
      each case) as of the date of this opinion.

                         QUALIFICATIONS AND LIMITATIONS

            The opinions set forth in this letter are subject to the following
assumptions, qualifications, limitations, exceptions and restrictions:

            (1)   We have made the following assumptions:

                  a.    Each document submitted to us for review is accurate and
                        complete; each such document submitted to us as an
                        original is authentic; each such document submitted to
                        us as a copy conforms to the original document.

                  b.    All signatures of the parties on any of the Documents
                        are genuine.

            (2)   The opinions set forth in this letter:

                  a.    are limited to the law of the Commonwealth of
                        Pennsylvania and the Federal law of the United States of
                        America, each to the extent applicable. We express no
                        opinion as to the laws of any other jurisdiction or the
                        effect thereof;



Ply Gem Industries, Inc.
January 10, 2005
Page 3

                  b.    are limited to those matters which are expressly set
                        forth in this letter, and no opinion may be inferred or
                        implied beyond the matters expressly set forth in this
                        letter; and

                  c.    must be read in conjunction with the assumptions,
                        qualifications, limitations, exceptions and restrictions
                        set forth in this letter.

            We consent to the use of this opinion as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" contained in the Prospectus included in the Registration Statement. In
giving this consent, we do not admit that we come within the category of persons
whose consent is required by the Securities Act of 1933, as amended, or the
rules and regulations thereunder.

                                                Very truly yours,

                                                /s/ Saul Ewing LP

EX-8.1

                                                                     EXHIBIT 8.1

           [Paul, Weiss, Rifkind, Wharton & Garrison LLP Letterhead]


(212) 373-3000

(212) 757-3990

                                January 10, 2005

Ply Gem Industries, Inc.
185 Platt Clay Way
Kearney, Missouri  64060

                       Registration Statement on Form S-4

Ladies and Gentlemen:

      We have acted as United States federal income tax counsel for Ply Gem
Industries, Inc. a Delaware Corporation (the "Company") in connection with the
offer to exchange $135,000,000 aggregate principal amount at maturity of new 9%
Senior Subordinated Notes due 2012 (the "Exchange Notes"), for the same
aggregate principal amount of substantially identical 9% Senior Subordinated
Notes due 2012 (the "Initial Notes") that were issued and sold by the Company on
August 27, 2004 in an offering that was exempt from registration under the
Securities Act of 1933, as amended (the "Securities Act").

      We are rendering this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act, and the
rules and regulations thereunder (the "Rules"). Capitalized terms used and not
otherwise defined herein have the meanings given them in the Registration
Statement.

      In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such agreements and other
documents as we



Ply Gem Industries, Inc.

have deemed relevant and necessary and we have made such investigations of law
as we have deemed appropriate as a basis for the opinion expressed below. In our
examination, we have assumed, without independent verification, (i) the
authenticity of original documents, (ii) the accuracy of copies and the
genuineness of signatures, (iii) that the execution and delivery by the Company
of each document to which it is a party and the performance by such party of its
obligations thereunder have been authorized by all necessary measures and do not
violate or result in a breach of or default under such party's certificate or
instrument of formation and by-laws or the laws of such party's jurisdiction of
organization, (iv) that each such agreement represents the entire agreement
between the parties with respect to the subject matter thereof, (v) the parties
to each agreement have complied, and will comply, with all of their respective
covenants, agreements and undertakings contained therein and (vi) the
transactions provided for by each agreement were and will be carried out in
accordance with their terms.

      The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities. The statutory provisions,
regulations and interpretations upon which our opinion is based are subject to
change, and such changes could apply retroactively. Any such change could affect
the continuing validity of the opinion set forth below. The opinion set forth
herein has no binding effect on the United States Internal Revenue Service or
the courts of the United States. No assurance can be given that, if the matter
were contested, a court would agree with the opinion set forth herein.

      Based upon and subject to the foregoing, and subject to the qualifications
set forth herein, we hereby confirm that the discussion set forth in the
Registration Statement under the heading "Federal income tax considerations" is
our opinion. Such discussion does not, however, purport to discuss all United
States federal income tax consequences and is limited to those United States
federal income tax consequences specifically discussed therein and subject to
the qualifications set forth therein.

      In giving the foregoing opinion, we express no opinion other than as to
the federal income tax laws of the United States of America.

      Furthermore, in rendering our opinion, we have made no independent
investigation of the facts referred to herein and have relied for the purpose of
rendering this opinion exclusively on those facts that have been provided to us
by you and your agents, which we assume have been, and will continue to be,
true.

      We are furnishing this letter in our capacity as United States federal
income tax counsel to the Company. This letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose, except as set forth
below.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. The issuance of such a consent does not concede that we
are an "expert" for purposes of the Securities Act.

                                                Very truly yours,

                                       2


Ply Gem Industries, Inc.

                               /s/  Paul, Weiss, Rifkind, Wharton & Garrison LLP
                               -------------------------------------------------
                                    PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP

                                       3