sv8

Mr. Steve MacIsaac
Masonite Holdings, Inc.
One North Dale Mabry
Tampa, Florida 33609



		Proposed Maximum	Proposed Maximum
Title of Securities	Amount To Be	Offering Price	Aggregate Offering	Amount of
To Be Registered	Registered(1)	Per Share	Price	Registration Fee

Common Shares	18,000 Common Shares	US$20.9270(2)	US$376,687.50	US$47.73

(1)		Consists of Common Shares underlying options granted or that may be granted under the Registrant’s Share Option Plan. There are also registered hereby such indeterminate number of Common Shares as may become issuable by reason of the operation of the anti-dilution provisions of that Plan.

(2)		Based on the price in Canadian dollars per Common Shares at which the Common Shares underlying the options granted may be purchased, as same may be adjusted in accordance with the Registrant’s Share Option Plan, and translated into U.S. dollars on the basis of U.S. $1.00 = Cdn $1.3289, the noon buying rate in New York City for cable transfers of Canadian dollars as certified for customs purposes by the Federal Reserve Bank of New York on February 10, 2004.

The contents of the Registration Statement of Premdor Inc. on Form S-8 dated March 10, 1993 (No. 33-59364) and Post-Effective Amendment No. 1 thereto dated November 1, 1994 are hereby incorporated by reference herein.


Exhibit
Number		Description

5		Opinion of Davies Ward Phillips & Vineberg LLP.

23.1		Consent of KPMG.

23.2		Consent of Davies Ward Phillips & Vineberg LLP (included in Exhibit 5)

24		Powers of Attorney (contained on the signature page of this Registration Statement)

Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Mississauga, Province of Ontario, Country of Canada, on this 10th day of February, 2004.

Each person whose signature appears below constitutes and appoints Harley Ulster his true and lawful attorney-in-fact and agent with full power of substitution and resubstitution, for him and in his name, place and stead, in and all capacities, to sign any or all Amendments (including post-effective Amendments) to this Registration Statement, and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated:


Signature	Title	Date


/s/ Philip S. Orsino Philip S. Orsino, F.C.A.	President, Chief Executive Officer and Director (Principal Executive Officer)	February 10, 2004

/s/ Robert V. Tubbesing Robert V. Tubbesing	Vice President, Chief Financial Officer and Treasurer (Principal Financial Officer)	February 10, 2004

/s/ Paul A. Bernards Paul A. Bernards	Vice President and Corporate Controller (Principal Accounting Officer)	February 10, 2004

/s/ Peter A. Crossgrove Peter A. Crossgrove	Chairman of the Board of Directors and Director	February 10, 2004

/s/ Howard L. Beck Howard L. Beck, Q.C.	Director	February 10, 2004

/s/ John J. Berton John J. Berton	Director	February 10, 2004

/s/ John M. Cassaday John M. Cassaday	Director	February 10, 2004

/s/ Fredrik S. Eaton Fredrik S. Eaton, O.C., O.Ont.	Director	February 10, 2004

/s/ Alan R. McFarland Alan R. McFarland	Director	February 10, 2004

/s/ Joseph L. Rotman Joseph L. Rotman, O.C.	Director	February 10, 2004

/s/ Saul M. Spears Saul M. Spears	Director	February 10, 2004

Pursuant to the requirements of Section 6(a) of the Securities Act of 1933, the undersigned has signed this Registration Statement, solely in the capacity of the duly authorized representative of Masonite International Corporation in the United States, in the City of Tampa, State of Florida, on this 10th day of February, 2004.


Exhibit		Description

5		Opinion of Davies Ward Phillips & Vineberg LLP.

23.1		Consent of KPMG.

23.2		Consent of Davies Ward Phillips & Vineberg LLP (included in Exhibit 5)

24		Powers of Attorney (contained on the signature page of this Registration Statement)

Masonite International Corporation
1600 Britannia Road East
Mississauga, Ontario L4W 1J2

We have acted as Canadian counsel to Masonite International Corporation (the “Corporation”) in connection with the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the United States Securities and Exchange Commission on or about February 11, 2004 relating to the sale by the Corporation of 18,000 common shares (the “Shares”) issuable in connection with the options (the “Options”) granted or to be granted in the future pursuant to the Corporation’s Share Option Plan (the “Plan”) in the manner set forth in the Registration Statement.

In connection with the opinion hereinafter expressed, we have not reviewed the minute books or other corporate records of the Corporation. As to certain matters of fact, we have relied solely on certificates of an officer of the Corporation and public officials, including a certificate of an officer of the Corporation relating to resolutions of the board of directors of the Corporation providing for the issuance of the Shares upon the exercise of the Options. For the purposes of the opinion expressed below, we have assumed, without independent investigation or verification:

the genuineness of all signatures (whether on originals or copies of documents) and the authority of all persons signing documents examined by us, the legal capacity of all natural persons, the authenticity of all documents and instruments submitted to us as originals, the conformity to originals of all documents and instruments submitted to us as certified, conformed, photostatic or facsimile copies thereof and the authenticity of the originals of such copies and facsimiles;

that the Corporation was, is and will continue to be at all relevant times a corporation validly existing under the Business Corporations Act (Ontario);

that the Corporation has the corporate power and authority to issue the Shares;

that the Options have been or, to the extent not already granted, will be (i) duly authorized by the Corporation’s board of directors (the “Board”) and (ii) granted in compliance with the terms and conditions of the Plan and with applicable law;

that the consideration for the issuance of the Shares upon the exercise of the Options will be fully paid in money or in property or past service that is not less in value than the fair equivalent of the money that the Corporation would have received if the Shares had been issued for money; and

that the issuance of the Shares has been duly approved by the Board prior to the exercise of the Options and will otherwise be in compliance with all applicable laws.

We are solicitors qualified to practise law in the Province of Ontario and we express no opinion herein as to any laws, or any matters governed by any laws, other than the laws of the Province of Ontario and the federal laws of Canada applicable therein in effect as of the date hereof.

Based and relying upon and subject to the foregoing, we are of the opinion that the Shares issuable by the Corporation upon the exercise of the Options will, upon the exercise of the Options in accordance with the terms thereof and the Plan (including payment of the purchase price of such shares), be validly issued and outstanding as fully paid and non-assessable shares.

We consent to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, however, we do not admit that we are “experts” within the meaning of Section 11 of the United States Securities Act of 1933, as amended, or within the category of person whose consent is required by Section 7 of said Act.

Board of Directors
Masonite International Corporation
1600 Britannia Road East
Mississauga, Ontario
L4W 1J2

We consent to the incorporation by reference in the Registration Statement to be filed on February 11, 2004 on Form S-8 of Masonite International Corporation of our report dated February 13, 2003, with respect to the consolidated balance sheets of Masonite International Corporation as of December 31, 2002 and 2001, and the related consolidated statements of income, retained earnings and cash flows for the years then ended, which report appears in the December 31, 2002 Annual Report on Form 40-F of Masonite International Corporation.


Province of Ontario, Canada		98-0125986
(State or Other Jurisdiction of		(I.R.S. Employer
Incorporation or Organization)		Identification No.)




MASONITE INTERNATIONAL CORPORATION


By:		/s/ Harley Ulster

	Name:	Harley Ulster
	Title:	Executive Vice President,
		General Counsel and
		Corporate Secretary




MASONITE HOLDINGS, INC.


By:		/s/ Steve MacIsaac

	Name:	Steve MacIsaac
	Title:	General Counsel, U.S. Operations


		KPMG LLP
		Chartered Accountants		Telephone (416)228-7000
		Yonge Corporate Centre		Telefax (416)228-7123
		4100 Yonge Street, Suite 200		www.kpmg.ca
		North York, ON M2P 2H3