Exhibit 5.3
[ON MARSHALL & MELHORN, LLC LETTERHEAD]
June 22, 2004
Ply Gem Industries, Inc.
303 West Major Street
Kearny, Missouri 64060
Re: Ply Gem Industries, Inc. - $225,000,000 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, 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 $225,000
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; 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.
References in this letter to our "knowledge" means the current actual
knowledge of the lawyers in our firm who are participating in drafting this
opinion letter and, without expanding the forgoing, does not include
constructive knowledge or inquiry knowledge. The term "knowledge" further does
not confirm nor is it intended to imply that the lawyers drafting this opinion
letter have made inquiry of one or more
Great Lakes Window, Inc.
c/o Ply Gem Industries, Inc.
June 22, 2004
Page 2
representatives of the Company. The term "knowledge" does, however, confirm
that the lawyers responsible for drafting this Opinion letter (i) have made a
reasonable examination of their files, and (ii) have made a reasonable inquiry
of the members of our firm if the lawyers drafting this Opinion had a reasonable
belief that other lawyers in our law firm may have knowledge (as defined herein)
relating to the facts relevant to this opinion.
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. The negotiation, execution, delivery and performance of the Note
Documents were and will be free from any fraud, misrepresentation,
duress or criminal activity on the part of any party.
2. 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.
3. The certifications of the Secretary of the Company set forth in the
Certificate of the Secretary of the Company dated February 12, 2004
(the "Officer Certificate") and attached to our opinion dated
February 12, 2004 and delivered to UBS Securities LLC, Deutsche Bank
Securities Inc., CIBC World Markets Corp, and Merrill Lynch, Pierce,
Fenner & Smith Incorporated in connection with the above referenced
financing transaction (the "Initial Note Financing Opinion") remain
true, accurate and correct as of the date of this opinion as if made
and effective as of the date of this Opinion and, without
limitation, the articles of incorporation and bylaws of the Company
have not been modified or amended since the date of the Officer
Certificate nor have the resolutions of the Board of Directors of
the Company attached to and referenced in the Officer Certificate
been modified, amended or rescinded since the date of the
Certificate and such resolutions remain in effect, binding on the
Company as of the date of this Opinion.
II. OPINIONS
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
Great Lakes Window, Inc.
c/o Ply Gem Industries, Inc.
June 22, 2004
Page 3
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. No opinion is given with respect to any interpretation of any local,
state or federal tax, securities laws, banking, or other similar
laws, rules, regulations and requirements.
3. 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.
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 solely for your benefit and the
benefit of Paul, Weiss, Rifkind, Wharton & Garrison LLP ("PWRWG") in connection
with the issuance by Parent of the Exchange Notes. This opinion may not be used
or relied upon by any other person other than you or PWRWG, nor may this letter
or any copies thereof be furnished to a third party, filed with a governmental
agency, quoted, cited or otherwise referred to without our prior written consent
except as required by law, provided, if required by the Securities and Exchange
Commission in connection with the Registration Statement, this Opinion may be
filed as an exhibit to the Registration Agreement on Form S-4 and our firm's
name may be recited under "Legal Matters" in the prospectus relating to the
Registration Statement (as having delivered this Opinion Letter).
Very truly yours,
/s/ Marshall & Melhorn, LLC
Marshall & Melhorn, LLC