Exhibit 8.1

                           [Kaye Scholer Letterhead]


                               September 14, 2004



MAAX Corporation
1010 Sherbrooke Street West
Suite 1610
Montreal, Quebec
Canada H3A 2R7

Gentlemen:

            We have served as special counsel for MAAX Corporation, a Nova
Scotia unlimited company ("MAAX") in connection with the issuance, as of June 4,
2004, by MAAX of 9.75% Senior Subordinated Notes due 2012, in the aggregate
principal amount of $150 million (the "Original Notes") and the subsequent offer
by MAAX (the "Exchange Offer") to exchange all of the Original Notes for new
9.75% Senior Subordinated Notes due 2012, in the aggregate principal amount of
$150 million (the "Exchange Notes"). In this capacity, we have participated in
the preparation of a registration statement on Form F-4 (the "Registration
Statement") filed pursuant to the Securities Act of 1933, as amended (the
"Securities Act"), which includes the prospectus relating to the issuance of the
Exchange Notes (the "Prospectus"). Unless otherwise defined, capitalized terms
referred to herein have the meanings set forth in the Prospectus. All section
references, unless otherwise indicated, are to the United States Internal
Revenue Code of 1986, as amended (the "Code").

            We understand the relevant facts relating to the Exchange Offer to
be as follows:

            On June 4, 2004, MAAX completed a private offering of the Original
Notes. In connection with that offering, MAAX and certain guarantors entered
into a registration rights agreement with the initial purchasers of the Original
Notes pursuant to which MAAX agreed, among other things: (i) to file a
registration statement with respect to the Exchange Offer within 150 days after
the original issue date of the Original Notes; (ii) to use commercially
reasonable best efforts to cause the Exchange Offer registration statement to be
declared effective within 300 days after the original issue date of the Original
Notes; and (iii) to keep the Exchange Offer open for at least 30 days and
exchange the Exchange Notes for all the Original Notes validly tendered and not
withdrawn before the expiration of the offer.

MAAX Corporation                       2


            The terms of the Exchange Notes and of the Original Notes are
identical in all material respects, except that the Exchange Notes will be
freely transferable by the holders, except as specifically provided in the
Prospectus. For each Original Note surrendered to MAAX pursuant to the Exchange
Offer, the holder of such Note will receive an Exchange Note having a principal
amount equal to that of the surrendered Original Note. The Exchange Notes will
be issued pursuant to the same indenture as governs the Original Notes.

            You have requested our opinion regarding certain U.S. federal income
tax consequences of the consummation of this Exchange Offer. This opinion is
being rendered to you in response to such request. In rendering this opinion, we
have relied, with your consent, upon the facts, statements, descriptions and
representations set forth in the Prospectus (including the Schedules and
Exhibits thereto) and such other documents pertaining to the Exchange Offer as
we have deemed necessary or appropriate.

            In connection with rendering this opinion, we have also assumed
(without any independent investigation) that:

            1. Original documents (including signatures) are authentic,
documents submitted to us as copies conform to the original documents, and there
has been (or will be by the date on which the Exchange Notes are issued pursuant
to the Exchange Offer) due execution and delivery of all documents where due
execution and delivery are prerequisites to effectiveness thereof;

            2. Any statement made in any of the documents referred to herein as
being "to the best of the knowledge" of any person or party, or similarly
qualified, is correct without such qualification; and

            3. All statements, descriptions and representations contained in any
of the documents referred to herein or otherwise made to us are true, correct
and complete in all material respects and, at the consummation of the
transactions contemplated by the Exchange Offer, will be true, correct and
complete and no actions have been (or will be) taken which are inconsistent with
such statements, descriptions and representations.

            Based on our examination of the foregoing items and subject to the
assumptions, exceptions, limitations and qualifications set forth herein, it is
our opinion that, if the Exchange Offer is consummated in accordance with the
Prospectus, the exchange of Original Notes for Exchange Notes by holders of
Original Notes pursuant to the Exchange Offer will not constitute an "exchange"
for U.S. federal income tax purposes because such exchange will not effect a
"significant modification" of the Original Notes within the meaning of U.S.
Treasury Regulation 1.1001-3.

MAAX Corporation                       3


            This opinion represents and is based upon our best judgment
regarding the application of U.S. federal income tax laws arising under the
Code, existing judicial decisions, Treasury regulations and published rulings
and procedures. Our opinion is not binding upon the Internal Revenue Service or
the courts, and there is no assurance that the Internal Revenue Service will not
successfully assert a contrary position. Furthermore, no assurance can be given
that future legislative, judicial or administrative changes, on either a
prospective or retroactive basis, would not adversely affect the accuracy of the
conclusions stated herein.

            This opinion addresses only the U.S. federal income tax matters
relating to the Exchange Offer that are expressly set forth above, and does not
address any other federal, state, local or foreign tax consequences that may
result from the Exchange Offer or any other transaction (including any
transaction undertaken in connection with the Exchange Offer).

            No opinion is expressed as to any transaction other than the
Exchange Offer as described in the Prospectus or to any transaction whatsoever,
including the Exchange Offer, if all the transactions described in the
Prospectus are not consummated in accordance with the descriptions of them in
the Prospectus, or if any of the representations, warranties, statements and
assumptions upon which we relied are not true, correct and complete at all
relevant times. In the event any one of the representations, warranties,
statements or assumptions upon which we have relied to issue this opinion is
incorrect, our opinion might be adversely affected and may not be relied upon.

            This opinion is being delivered to you for the purpose of inclusion
as an exhibit to the Registration Statement. We hereby consent to the filing of
this opinion with the Securities and Exchange Commission (the "Commission") as
an exhibit to the Registration Statement and to the use of our name under the
caption "Legal Matters" included therein. In giving this opinion, we do not
admit that we are within the category of persons whose consent is required under
Section 7 of the Securities Act or the rules and regulations of the Commission.

                                             Very truly yours,


                                             /s/ Kaye Scholer LLP