AVC S-4 Registration of securities issued in business combination transactions

Exhibit 5.4(a)

December 21, 2011

Nortek, Inc.
50 Kennedy Plaza
Providence, RI 02903-2360

Ladies and Gentlemen:

     We have acted as counsel in the State of Arizona to OmniMount Systems, Inc., an Arizona corporation (“OmniMount”), in connection with the Registration Statement on Form S-4 (the “Registration Statement”), filed on December 22, 2011, by Nortek, Inc., a Delaware corporation (“Nortek”), OmniMount and the additional registrant guarantors named therein (together with OmniMount, the “Guarantors”) with the Securities and Exchange Commission under the Securities Act of 1933, as amended. The Registration Statement includes a prospectus which provides for the issuance by Nortek in an exchange offer of $500,000,000 aggregate principal amount of 8.5% Senior Notes due 2021 (collectively, the “Exchange Notes”). The Exchange Notes are to be issued pursuant to the Indenture, dated as of April 26, 2011 (as amended, supplemented or modified through the date hereof, the “Indenture”), executed by Nortek, the Guarantors and U.S. Bank National Association, as trustee (the “Trustee”). Payment of the Exchange Notes will be guaranteed by the Guarantors pursuant to Article X of the Indenture and evidenced by a Notation of Guarantee attached to the Exchange Notes (the “Notation of Guarantee”).

     In connection herewith, we have examined the following documents:

(1)	The Indenture.
(2)	The Registration Statement.
(3)	The form of Exchange Notes and the form of Notation of Guarantee.

     We also have examined:

(a)

The Certificate of Good Standing of OmniMount, dated November 18, 2011, and issued by the Arizona Corporation Commission (the “Certificate of Good Standing”).

(b)

The Articles of Incorporation of OmniMount, dated as of December 28, 1993, as amended by: (i) the Articles of Merger between OmniMount and OmniMount Systems, a California corporation, dated as of December 30, 1993; (ii) the Statement of Change of OmniMount, dated as of April 22, 1994; (iii) the Articles of Amendment of OmniMount, dated as of July 18, 2002; (iv) the Articles of Amendment of OmniMount, dated as of March 8, 2004; (v) the Statement of Change of OmniMount, dated as of July 21, 2004; and (vi) the Articles of Amendment of OmniMount, dated as of December 17, 2009, all as certified by the Arizona Corporation Commission on April 11, 2011 (collectively, the “Certified Articles of Incorporation”).

Nortek, Inc.
December 21, 2011
Page 2

(c)	The By-Laws of OmniMount (the “By-Laws”).
(d)	The Omnibus Certificate of Secretary of Subsidiaries of Nortek, Inc., dated April 26, 2011, certifying, among other things, (i) the Certified Articles of Incorporation, (ii) the authorizing resolutions, (iii) the By-Laws, and (iv) the incumbency and specimen signatures of the officers of OmniMount executing any Transaction Documents to which OmniMount is a party (the “Secretary’s Certificate”).

     The documents listed as Items (1) through (3) above are collectively referred to herein as the “Transaction Documents.” We have not been involved in the negotiation, preparation or execution of the Transaction Documents or any of the related agreements executed or delivered in connection therewith. We have been retained by OmniMount solely for the purpose of rendering certain opinions set forth herein pursuant to Arizona law.

     We have assumed the validity, binding effect and enforceability of the Transaction Documents with regard to OmniMount and all the other parties thereto, and we express no opinion whatsoever (by implication or otherwise) with respect to the validity or enforceability of such documents against OmniMount or any other person or entity or as to the accuracy or completeness of any of the representations or warranties or any other matters set forth therein or the schedules or exhibits thereto. We have not reviewed any document other than the Transaction Documents, including without limitation any document which is referred to in or incorporated by reference into any of the Transaction Documents, except such other documents as we have deemed reasonably necessary or appropriate in connection with the opinions hereinafter set forth. We have assumed that there exists no provision in any document that we have not reviewed that bears upon or is inconsistent with the opinions stated herein. We have conducted no independent factual investigation of our own but rather have relied solely upon the foregoing documents, the statements and information set forth therein and the additional matters recited or assumed herein, all of which we have assumed to be true, complete and accurate in all material respects.

     We have assumed that the certifications made in the Secretary’s Certificate are true and correct in all respects as of the date hereof, as if made on and as of such date, and that none of the Certified Articles of Incorporation, the By-Laws, or authorizing resolutions of OmniMount set forth therein or any of the incumbency and specimen signatures of the officers of OmniMount (or the offices held by such persons) have changed in any manner since the date of such certificate.

     In our examination of the documents listed above, we have assumed the genuineness of all signatures, the legal competence and capacity of natural persons, the authenticity of all documents submitted to us as originals and the conformity with authentic original documents of all documents submitted to us as copies.

     We also have assumed, other than with respect to OmniMount, that all of the documents referred to in this opinion letter have been duly authorized by, have been duly executed and delivered by all of the parties to such documents, that all of the signatories to such documents have been duly authorized and that all such parties are duly organized and validly existing and have the power and authority (corporate or other) to execute, deliver and perform such documents. We also have assumed, with your permission, that the Notation of Guarantee will be authenticated by the Trustee.

GREENBERG TRAURIG, LLP

Nortek, Inc.
December 21, 2011
Page 3

     Based upon the foregoing and in reliance thereon, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, we are of the opinion that

     1. Based solely on the Certified Articles of Incorporation and the Certificate of Good Standing, OmniMount is a corporation duly formed, validly existing and in good standing under the laws of the State of Arizona.

     2. The execution, delivery and performance of the Transaction Documents by OmniMount have been duly authorized by all requisite corporate action on the part of OmniMount. OmniMount has the requisite corporate power and corporate authority to carry out the terms and conditions applicable to it under the Transaction Documents.

     3. Based solely on the Secretary’s Certificate and without any independent investigation (as to factual matters), and based on the assumption that the officers executing the Guarantee and which are set forth in such Secretary’s Certificate will duly deliver the Notation of Guarantee to the Trustee, and the Trustee will duly authenticate the Notation of Guarantee, the Notation of Guarantee will have been executed and delivered in accordance with Arizona law by a person duly authorized by OmniMount to execute and deliver the same.

     4. The execution and delivery by OmniMount of the Transaction Documents to which it is a party and the consummation of the transaction contemplated thereby do not result in any violation by OmniMount of any provision of the Certified Articles of Incorporation or the By-Laws, or any provision of applicable law of the State of Arizona that we, based on our experience, reasonably recognize as applicable to OmniMount in a transaction of this type.

     5. No consent, approval, authorization or order of, or filing with any Arizona governmental authority or regulatory body is required in connection with the execution, delivery and consummation by OmniMount of the Transaction Documents to which it is a party, except for such filings and other actions required pursuant to Arizona securities or blue sky laws, as to which we express no opinion.

     In addition to the assumptions, comments, qualifications, limitations and exceptions set forth above, the opinions set forth herein are further limited by, subject to and based upon the following assumptions, comments, qualifications, limitations and exceptions:

     (a) Our opinions herein reflect only the application of applicable Arizona law (excluding the securities and blue sky laws of Arizona). The opinions set forth herein are made as of the date hereof and are subject to, and may be limited by, future changes in the factual matters set forth herein, and we undertake no duty to advise you of the same. The opinions expressed herein are based upon the law in effect (and published or otherwise generally available) on the date hereof, and we assume no obligation to revise or supplement these opinions should such law be changed by legislative action, judicial decision or otherwise. In rendering our opinions, we have not considered. and hereby disclaim any opinion as to, the application or impact of any laws. cases, decisions, rules or regulations of any other jurisdiction. court or administrative agency.

GREENBERG TRAURIG, LLP

Nortek, Inc.
December 21, 2011
Page 4

     (b) We also express no opinion as to:

          (i) whether OmniMount may guarantee or otherwise be liable for, or pledge its assets to secure, indebtedness incurred by Nortek;

          (ii) the authorizations, approvals or consents as may be necessary under federal or state securities and “blue sky” laws (including without limitation Arizona securities or “blue sky” laws) in connection with the transactions contemplated by the Notation of Guarantee or any other Transaction Document; or

          (iii) the validity or effect of any provision in the Notation of Guarantee regarding choice of law, submission to jurisdiction or venue or consent to service of process or any conflict of laws rules which any court sitting in the State of Arizona may apply.

     This opinion letter is limited solely to the laws of the State of Arizona, and we express no opinion concerning any other law of any other jurisdiction, whether or not applicable to OmniMount or any other Transaction Document. We do not render any opinions except as set forth above. We consent to the filing of this opinion with the Registration Statement and to the appearance of our name under the heading “Legal Matters” in a prospectus contained therein. This opinion may be relied upon by Ropes & Gray LLP.

Very truly yours,

/s/ GREENBERG TRAURIG, LLP

GREENBERG TRAURIG, LLP
 

GREENBERG TRAURIG, LLP