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- 10-K Annual report
- 12 Computation of Ratio of Earnings to Combined Fixed Charges
- 21 List of Subsidiaries of Headwaters
- 23.1 Consent of Bdo USA, LLP
- 23.2 Consent of Ernst & Young LLP, Independent Registered Accounting Firm
- 31.1 Rule 13A-14(A)/15D-14(A) Certification of Chief Executive Officer
- 31.2 Rule 13A-14(A)/15D-14(A) Certification of Chief Financial Officer
- 32 Section 1350 Certifications of Chief Executive Officer & Chief Financial Officer
- 99.17.1 Form of Amendment to Executive Change In Control Agreement
- 99.31 Form of Notice of Cash-settled Stock Appreciation Right Grant (November 2010)
Exhibit 23.2
Consent of Ernst & Young LLP, Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statements on Form S-3 (File Nos. 333-155565, 333-156794, and 333-159541), on Form S-4 (File No. 333-163285) and on Form S-8 (File Nos. 333-39676, 333-39678, 333-103527, 333-113704, 333-124803, 333-147599, 333-163274, 333-166504 and 333-166505) of Headwaters Incorporated of our report dated November 19, 2008 (except for the section of Note 6 entitled, “Change in Accounting Principle,” and Note 14, as to which the date is November [19], 2010) with respect to the consolidated financial statements of Headwaters Incorporated for the year ended September 30, 2008 included in this Annual Report (Form 10-K) for the year ended September 30, 2010.
/s/ Ernst & Young LLP
Salt Lake City, Utah
November 19, 2010