Atrium Corp – ‘S-4/A’ on 4/11/01 – EX-5.1

On:  Wednesday, 4/11/01, at 5:27pm ET   ·   Accession #:  912057-1-508146   ·   File #:  333-54122

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           207   1.00M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   2      8K 
 3: EX-12.1     Statement re: Computation of Ratios                    2±     9K 
 4: EX-23.1     Consent of Experts or Counsel                          1      6K 
 5: EX-99.1     Miscellaneous Exhibit                                 12     57K 
 6: EX-99.2     Miscellaneous Exhibit                                  4     17K 

EX-5.1   —   Opinion re: Legality

EX-5.1
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                                                                     EXHIBIT 5.1

                                        ______________ ___, 2001

Atrium Corporation                                                              
1341 W. Mockingbird Lane                                                        
Suite 1200W                                                                     
Dallas, Texas 75247                                                             

ATRIUM CORPORATION
REGISTRATION STATEMENT ON FORM S-4

Ladies and Gentlemen:                                                           

      This opinion is delivered in our capacity as counsel to Atrium
Corporation, a Delaware corporation (the "Issuer"), in connection with the      
Issuer's registration statement on Form S-4 (the "Registration Statement") filed
with the Securities and Exchange Commission (the "Commission") under the        
Securities Act of 1933, as amended, relating to the offering by the Issuer of   
$36,500,000 aggregate principal amount of its 15% Senior Pay-In-Kind Notes due  
2010, Series B (collectively, the "Notes").                                     

   In connection with this opinion, we have examined copies or
originals of such documents, resolutions, certificates and instruments of the   
Issuer as we have deemed necessary to form a basis for the opinion hereinafter  
expressed. In addition, we have reviewed certificates of public officials,      
statutes, records and other instruments and documents as we have deemed         
necessary to form a basis for the opinion hereinafter expressed. In our         
examination of the foregoing, we have assumed, without independent              
investigation, (i) the genuineness of all signatures, and the authority of all  
persons or entities signing all documents examined by us and (ii) the           
authenticity of all documents submitted to us as originals and the conformity to
authentic original documents of all copies submitted to us as certified,        
conformed or photostatic copies. With regard to certain factual matters, we have
relied, without independent investigation or verification, upon statements and  
representations of representatives of the Issuer.                               

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Atrium Corporation                                                              
___________ __, 2001                                                            
Page 2                                                                          

            Based upon and subject to the foregoing, we are of the opinion that,
as of the date hereof, when the Notes have been duly authenticated by the State 
Street Bank and Trust Company, in its capacity as Trustee, and duly executed and
delivered on behalf of the Issuer, the Notes will be legally issued and will    
constitute a binding obligation of the Issuer, subject to applicable bankruptcy,
insolvency, reorganization, fraudulent conveyance and transfer, moratorium or   
other laws now or hereafter in effect relating to or affecting the rights or    
remedies of creditors generally and by general principles of equity (whether    
applied in a proceeding at law or in equity) including, without limitation,     
standards of materiality, good faith and reasonableness in the interpretation   
and enforcement of contracts, and the application of such principles to limit   
the availability of specific equitable remedies such as specific performance.   

        We hereby consent to being named as counsel to the Issuer in the
Registration Statement, to the references therein to our firm under the caption 
"Legal Matters" and to the inclusion of this opinion as an exhibit to the       
Registration Statement. In giving this consent, we do not thereby admit that we 
are within the category of persons whose consent is required under Section 7 of 
the Securities Act of 1933, as amended, or the rules and regulations of the     
Commission thereunder.                                                          

 Very truly yours,

/s/ 

   PAUL, HASTINGS, JANOFSKY & WALKER LLP