(212) 373-3000                                                       Exhibit 8.1


(212) 757-3990









                              August 6, 2004



Ply Gem Industries, Inc.
303 West Major Street
Kearney, Missouri  64060


                       Registration Statement on Form S-4

Ladies and Gentlemen:

      We have acted as United States federal income tax counsel for Ply Gem
Industries, Inc. a Delaware Corporation (the "Company") in connection with the
offer to exchange $225,000,000 aggregate principal amount at maturity of new 9%
Senior Discount Notes due 2012 (the "Exchange Notes"), for the same aggregate
principal amount of substantially identical 9% Senior Discount Notes due 2012
(the "Initial Notes") that were issued and sold by the Company on February 12,
2004 in an offering that was exempt from registration under the Securities Act
of 1933, as amended (the "Securities Act").

      We are rendering this opinion in connection with the Registration
Statement on Form S-4 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Act, and the
rules and regulations thereunder (the "Rules"). Capitalized terms used and not
otherwise defined herein have the meanings given them in the Registration
Statement.

      In rendering our opinion, we have examined originals or copies, certified
or otherwise identified to our satisfaction, of such agreements and other
documents as we




Ply Gem Industries, Inc.                                                       2




have deemed relevant and necessary and we have made such investigations of law
as we have deemed appropriate as a basis for the opinion expressed below. In our
examination, we have assumed, without independent verification, (i) the
authenticity of original documents, (ii) the accuracy of copies and the
genuineness of signatures, (iii) that the execution and delivery by the Company
of each document to which it is a party and the performance by such party of its
obligations thereunder have been authorized by all necessary measures and do not
violate or result in a breach of or default under such party's certificate or
instrument of formation and by-laws or the laws of such party's jurisdiction of
organization, (iv) that each such agreement represents the entire agreement
between the parties with respect to the subject matter thereof, (v) the parties
to each agreement have complied, and will comply, with all of their respective
covenants, agreements and undertakings contained therein and (vi) the
transactions provided for by each agreement were and will be carried out in
accordance with their terms.

      The opinion set forth below is limited to the Internal Revenue Code of
1986, as amended, administrative rulings, judicial decisions, treasury
regulations and other applicable authorities. The statutory provisions,
regulations and interpretations upon which our opinion is based are subject to
change, and such changes could apply retroactively. Any such change could affect
the continuing validity of the opinion set forth below. The opinion set forth
herein has no binding effect on the United States Internal Revenue Service or
the courts of the United States. No assurance can be given that, if the matter
were contested, a court would agree with the opinion set forth herein.

      Based upon and subject to the foregoing, and subject to the qualifications
set forth herein, we hereby confirm that the discussion set forth in the
Registration Statement under the heading "Federal income tax considerations" is
our opinion. Such discussion does not, however, purport to discuss all United
States federal income tax consequences and is limited to those United States
federal income tax consequences specifically discussed therein and subject to
the qualifications set forth therein.

      In giving the foregoing opinion, we express no opinion other than as to
the federal income tax laws of the United States of America.

      Furthermore, in rendering our opinion, we have made no independent
investigation of the facts referred to herein and have relied for the purpose of
rendering this opinion exclusively on those facts that have been provided to us
by you and your agents, which we assume have been, and will continue to be,
true.

      We are furnishing this letter in our capacity as United States federal
income tax counsel to the Company. This letter is not to be used, circulated,
quoted or otherwise referred to for any other purpose, except as set forth
below.

      We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. The issuance of such a consent does not concede that we
are an "expert" for purposes of the Securities Act.

                                    Very truly yours,



Ply Gem Industries, Inc.                                                       3







                              /s/ PAUL, WEISS, RIFKIND, WHARTON & GARRISON LLP