KRAMER, LEVIN, NAFTALIS & FRANKEL
                         9 1 9  T H I R D  A V E N U E
                          NEW YORK, N.Y. 10022 - 3852
                               (212) 715 - 9100


   
                              September 29, 1997
    


Wells Aluminum Corporation
809 Gleneagles Court, Suite 300
Baltimore, Maryland  21286

Ladies and Gentlemen:
   
                  We have acted as counsel for Wells Aluminum Corporation (the
"Company") in connection with the registration statement on Form S-4 (Reg. No.
333-31071), as amended by Amendment Nos. 1 through 3 thereto (the "Registration
Statement"), filed by the Company with the Securities and Exchange Commission
(the "Commission") relating to the proposed offer by the Company of
$105,000,000 aggregate principal amount of 10 1/8% Series B Senior Notes due
2005 (the "New Notes") of the Company for a like amount of privately placed 
10 1/8% Series A Senior Notes due 2005 (the "Old Notes") (the "Exchange Offer").
The New Notes will be issued pursuant to the Indenture (the "Indenture") dated
May 28, 1997 between the Company and State Street Bank and Trust Company
(formerly known as Fleet National Bank), as trustee. All capitalized terms not
otherwise defined herein have the same meanings given to such terms in the
Indenture.
    
                  In connection with the foregoing, we have examined, among
other things, (i) the Registration Statement, (ii) the Indenture, (iii) the
form of New Notes to be issued pursuant to the Indenture and (iv) originals,
photocopies or conformed copies of all such corporate records, agreements,
instruments and documents of the Company, certificates of public officials and
other certificates and opinions, and have made such other investigations as we
have deemed necessary for the purpose of rendering the opinion set forth
herein. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all 



   

KRAMER, LEVIN, NAFTALIS & FRANKEL

Wells Aluminum Corporation
September 29, 1997
Page 2
    

documents submitted to us as originals, and the conformity to originals of all
documents submitted to us as photocopies or conformed copies, and the
authenticity of the originals of such latter documents. We have relied, to the
extent we deem such reliance proper, upon representations, statements or
certificates of public officials and officers and representatives of the
Company.

                  Based upon and subject to the foregoing, we are of the
opinion that:
   
                  The New Notes have been duly authorized by the Company and,
         when issued and delivered in exchange for the Old Notes in the manner
         set forth in the Registration Statement and executed and
         authenticated in accordance with the terms and conditions of the
         Indenture, will constitute legal, valid and binding obligations of 
         the Company.
    
                  We hereby consent to the use of this opinion as an exhibit
to the Registration Statement and to the reference to our firm under the
heading "Legal Matters" in the prospectus that forms a part thereof.

                  We are delivering this opinion to the Company, and no person
other than the Company and its securityholders may rely upon it.


                               Very truly yours,


                               /s/ Kramer, Levin, Naftalis & Frankel