SecProbe.io

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                                                                       WGM DRAFT
                                                                        12/22/04
                           WEIL, GOTSHAL & MANGES LLP
                                   MEMORANDUM

RE:          BUILDING MATERIALS CORPORATION OF AMERICA REGISTRATION STATEMENT ON
             FORM S-4 FILE NO. 333-119608
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                  On July 26, 2004, Building Materials Corporation of America
(the "Company") completed the sale of $200 million in aggregate principal amount
of its 7.75% senior notes due 2014 (the "Original Notes"). That transaction was
effected in a customary manner, with the securities being sold to Citigroup
Global Markets Inc., Deutsche Bank Securities Inc. and J.P. Morgan Securities
Inc., as initial purchasers who then offered the securities for resale to
qualified institutional buyers ("QIBs") pursuant to Rule 144A under the
Securities Act of 1933, as amended (the "Securities Act") and Regulation S. At
the time of the original issuance, the Company did not contemplate issuing
additional securities in excess of $200 million. In late October 2004, however,
the Company decided to explore the possible issuance of additional securities
because the high yield market was very favorable at that time. The Company was
also concerned that the market forces may change and determined that it was very
important to issue the additional securities quickly while the market conditions
were still favorable.

         On November 10, 2004, the Company issued an additional $50 million in
aggregate principal amount of its 7.75% senior notes due 2014 (the "Add-On
Notes") under a Purchase Agreement (the "Purchase Agreement"), dated as of
November 5, 2004, among Citigroup Global Markets Inc. and Deutsche Bank
Securities Inc., as initial purchasers, the subsidiary guarantors named therein
and the Company. That transaction was also effected in a customary manner, with
the Add-On Notes being sold to Citigroup Global Markets Inc. and Deutsche Bank
Securities Inc., as initial purchasers who then offered the Add-On Notes for
resale to QIBs pursuant to Rule 144A. The Add-On Notes are identical in all
material respects to the Original Notes issued and sold in July 2004, and are
issued under the same indenture. The initial purchasers of the Add-On Notes
informed us that they offered and confirmed the sale of the Add-On Notes to QIBs
who had a pre-existing relationship with the initial purchasers at the time of
the offering and sale of the Original Notes. The initial purchasers have
indicated to us that they only offered and sold the Add-On Notes to QIBs that
purchased the Original Notes.

                  Pursuant to a Registration Statement on Form S-4 filed with
the Securities and Exchange Commission (the "Commission") on October 7, 2004
(the "Registration Statement"), the Company is seeking to register $200 million
in aggregate principal amount of its 7.75% Senior Notes due 2014 (the
"Registered Notes") under the Securities Act. The Registered Notes will be
offered in exchange for an equal principal amount of the Original Notes issued
in July 2004. Prior to the effectiveness of the Registration Statement, the
Company intends to file a separate registration statement to register an
additional $50 million in aggregate principal amount of 7.75% senior notes due
2014 that will be offered in exchange for an equal principal amount of the
Add-On Notes issued in November 2004. There will be a separate prospectus used
in that exchange offer, which the Company anticipates will occur simultaneously
with the exchange offer for the Original Notes. Both registration statements and
prospectuses will be nearly identical.

<PAGE>

                  We do not believe that it was necessary in connection with the
offer, sale and delivery of the Add-On Notes to the initial purchasers pursuant
to the Purchase Agreement or the offer and resale of the Add-On Notes by the
initial purchasers, in the manner contemplated by the Purchase Agreement and
described in the Final Memorandum governing the Add-On Notes, to register the
Add-On Notes under the Securities Act, or to qualify the Indenture under the
Trust Indenture Act of 1939, as amended. Because of the specific facts
applicable to this offering, the conclusion that registration is not required
under the Securities Act requires a several step analysis.

                  ANALYSIS

                  As a general matter, a "144A" type transaction is exempt from
the provisions of Section 5 of the Securities Act by virtue of Section 4(2) of
the Securities Act (which is relied upon for the offer and sale to the initial
purchasers) and Rule 144A and Regulation S thereunder for the initial resale of
the securities by the initial purchasers. In a typical transaction, we rely on
the representations of the issuer and the initial purchasers contained in the
purchase agreement as to the absence of a general solicitation and the
representations of the initial purchasers to the effect that each initial
purchaser is (i) a "qualified institutional buyer" within the meaning of
subsection 7(a)(1) of Rule 144A under the Securities Act and an "accredited
investor" within the meaning of Rule 501 under the Securities Act, and (ii) that
it has offered and sold the securities only to "qualified institutional buyers"
within the meaning of Rule 144A or to non-U.S. persons under Regulation S who
have been advised that the initial purchasers may be relying on that exemption
from registration. Moreover, the securities offered bear a restrictive legend to
reflect that they have not been registered under the Securities Act or the
securities laws of any state and may not be sold or transferred in the absence
of such registration or an exemption from those registration requirements.

                  In this transaction, however, we face an unusual fact pattern
resulting from the fact that the Company had, as of the time the Company
commenced the Add-On Notes offering, already filed a registration statement for
the exchange offer related to the Original Notes sold on July 26, 2004. As a
result, because the "144A" offering of the Add-On Notes was being conducted
while the registration statement related to the Original Notes is on file with
the Commission, we considered the impact on this transaction of the integration
and general solicitation doctrines before concluding that registration was not
required.(1)

                  INTEGRATION. The integration doctrine looks to see whether an
otherwise valid private placement should be viewed as part of, or integrated
with another past, present or future offering of securities by the same issuer,
with the result that the private placement would be deemed to be part of a
public offering. SEE John W. White ET AL, "The Statutory Arrangement for Public
and Private Securities Offerings under the Securities Act of 1933," PLI
Corporate Law and Practice Course Handbook (PLI Order No. 2743) May, 2004, at
60. The SEC staff formally stated the integration doctrine in the introductory
note to Rule 502 under the Securities Act.

-----------------------
(1)     Note that one leading commentator characterizes this factual situation
as one with respect to which the SEC has yet to provide guidance. See Stanley
Keller, "Integration of Private and Public Offerings: Illustrative Situations:
The Metaphysics of Integration of Private and Public Offerings," PLI Corporate
Law and Practice Course Handbook (PLI Order No. 3057) May 20-21, 2004, at 217.

                                       2
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                  We took comfort from the administrative policy adopted by the
SEC staff against integration in the context of an offering of securities solely
to "qualified institutional buyers," as defined in Rule 144A, and no more than 3
large institutional "accredited investors," as defined in Rule 501 under the
Securities Act. The SEC staff first articulated this policy position in the
BLACK BOX INCORPORATED, SEC No-Action Letter (publicly avail. June 16, 1990), in
which the staff agreed not to apply the integration doctrine to a concurrent
public and private offering of common stock and common stock equivalents. In
that case, the requesting letter explained that there would be no more than 35
QIBs and not more than four institutional accredited investors participating in
the concurrent private placement. The staff later clarified its Black Box
policy, limiting it to QIBs and no more than two or three institutional
accredited investors in the SQUADRON, ELLENOFF, PLEASANT & LEHRER, Interpretive
Letter (publicly avail. Feb. 28, 1992). The staff has reiterated that it
continues to adhere to the Black Box policy as recently as the final release
adopting Rule 155, INTEGRATION OF ABANDONED OFFERINGS, Release No. 33-7943
(March 7, 2001). SEE ID. at n. 22. Thus, based on the Black Box policy position,
the Add-On Notes and the exchange offer for the Original Notes need not be
integrated.

                  GENERAL SOLICITATION. Section 4(2) of the Securities Act
provides an exemption from registration for a transaction by an issuer not
involving a public offering. One of the elements that determines whether the
private placement exemption is available is whether offers of the securities to
be sold in the purported private placement were made by means of a "general
solicitation." Although the term "general solicitation" has not been defined
precisely, it is understood to mean an offer made to investors with which the
issuer has no pre-existing relationship and made in a broadly disseminated
manner. The SEC staff has said at several conferences that it is its view that
the Black Box letter did not consider the general solicitation doctrine and,
therefore, that Black Box is limited to the situation where the offering that
otherwise might be integrated was not the subject of a general solicitation. The
Staff has also indicated informally that the general solicitation doctrine
applies to a Rule 144A resale as well as to the initial purchase.

                  It is the position of the SEC staff that the filing of a
registration statement for a specific offering constitutes a "general
solicitation," even though there are no active selling efforts. SEE Keller,
SUPRA (referring to the Letter dated March 23, 1984 from John J. Huber, Director
of the Division of Corporation Finance, to Michael Bradfield, General Counsel
for the Board of Governors of the Federal Reserve System); SEE ALSO White, SUPRA
(stating this as a conclusion of the SEC staff).

                  There are two arguments why the exchange offer for the
Original Notes does not involve a general solicitation. First, the filed
registration statement creating the issue is an exchange offer registration
statement where the class of offerees is limited to holders of the July 2004
notes at the time of the exchange offer. The Company filed the registration
statement pursuant to contractual arrangements entered into as a requirement of
the July 2004 placement. It is difficult to see how that registration statement
could have been used for the purpose of soliciting interest in a subsequent
issue of notes that was not contemplated at the time of filing of the
registration statement. Moreover, the registration statement contained in all
material respects the same information with respect to the Company that the
purchasers of the Original Notes received in the offering memorandum for the
July 2004 Original Notes offering. Under the circumstances, we have concluded
that the filing of the registration statement may have commenced a solicitation,
but it was not a solicitation generally as to all potential investors in the
company, only as to those investors who hold the Original Notes at the time of
the exchange offer.

                                       3
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                  Second, even if the filing of the registration statement
presumptively constitutes a general solicitation, the SEC staff itself has
acknowledged that this presumption can be overcome by demonstrating that the
issuer or its agent (i.e., the broker-dealer acting as initial purchaser) had a
substantive relationship with the offeree prior to the deemed general
solicitation. SEE USE OF ELECTRONIC MEDIA, SEC Release 33-7856, text at n. 84
(May 2000) (referring to the "important and well-known principle established
over a decade ago: a general solicitation is not present when there is a
pre-existing, substantive relationship between an issuer, or its broker-dealer,
and the offerees). Based on the foregoing, we did not believe that registration
was required for the Add-On Notes offering, notwithstanding the fact that a
registration statement relating to the Original Notes was filed with the
Commission prior to the offering of the Add-On Notes. The initial purchasers
represented to us that only QIBs who initially purchased the Original Notes from
them were offered the Add-On Notes and as a result there was a pre-existing
substantive relationship between the initial purchasers and these offerees prior
to the deemed general solicitation.

                  We believe that no registration is required for the issuance
of the Add-On Notes pursuant to Section 5 of the Securities Act and for similar
reasons no qualification of the indenture is required under the Trust Indenture
Act.

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