Exhibit 5.3

                                 August 9, 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 $225,000,000
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.

                                 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

Ply Gem Industries, Inc.
August 9, 2004
Page 2

(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.

      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