SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
  Mail Stop 3561

 January 5, 2010

Via U.S. Mail and Facsimile

Chad M. Utrup  Chief Financial Officer  Commercial Vehicle Group, Inc.  7800 Walton Parkway  New Albany, OH 43054
Re: Commercial Vehicle Group, Inc.
  Amendment No. 1 to Registra tion Statement on Form S-3
Filed: December 17, 2009
  File No. 333-163276

Dear Mr. Utrup:

We have reviewed your responses to the comments in our letter dated December
11, 2009 and have the following additional comments.
General

1. Please confirm that you will file unqualifie d legal opinions at the time of each
takedown.

Exhibit 5.1 -- Opinion of Kirkland & Ellis LLP

2. To the extent applicable, the comments below should be applied to Exhibits 5.2 and 5.3.

3. Refer to page 3.  Please delete assumpti ons (v) and (vii) as the assumed matters
form the basis of counsel’s opinion.
 4. We note counsel’s statement wh ich indicates that it is not  qualified to opine on the
laws of North Carolina nor Iowa.  Please have counsel revise its opinion to delete
this qualification because such jurisdicti onal qualifications are inappropriate for
legality opinions.  Altern atively, have counsel expre ssly state that its opinion

Chad M. Utrup
Commercial Vehicle Group, Inc. January 5, 2010
Page 2
relies upon the opinions provi ded in Exhibits 5.2 and 5.3.  In this regard, please
delete the final two sentences of th e bottom carry-over paragraph on page 5.

5. Refer to the first full paragraph on page 6.  Please have counsel refile the opinion
as of the date of effectiveness or rem ove references to “the date hereof.”

6. Purchasers of the securities pursuant to this registration statement are entitled to
rely upon counsel’s legal opinion.  Please have  counsel delete the final sentence.
 Exhibit 5.2 and 5.3

7. Please delete assumptions (viii) and (ix) on page 2 of Exhibit 5.2.  These are facts
that are readily ascertainable by counsel.

8. Please remove qualification number 1 on pa ge 4 of Exhibit 5.2.  Counsel must
make necessary inquiries to provide an unqualified opinion.  Likewise, please
explain qualification number 2.

9. Please revise the assumption regarding due authorization, ex ecution and delivery
of all documents from page 2 of Exhi bit 5.3 or except the Iowa Guarantor.

10. Please remove the knowledge qualifier from opinion 3 on page 3 of Exhibit 5.3.  Counsel must make the necessary inquiries to give a clean opinion.

11. Purchasers of the securities pursuant to this registration statement are entitled to rely upon counsel’s legal opinion.  Please have counsel delete language in the
penultimate paragraphs limiting the ex tent to which it can be relied upon.

* * * * *
 As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendmen t and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
Notwithstanding our comments, in the even t the company requests acceleration of
the effective date of the pending registration statement, it should furnish a letter, at the

Chad M. Utrup
Commercial Vehicle Group, Inc. January 5, 2010
Page 3
time of such request, acknowledging that:

• should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any
action with respect to the filing;

• the action of the Commission or the staff,  acting pursuant to delegated authority,
in declaring the filing effective, does not relieve the company from its full
responsibility for the adequacy  and accuracy of the disclosure in the filing; and

• the company may not assert staff comment s and the declaration of effectiveness
as a defense in any proceeding initiat ed by the Commission or any person under
the federal securities laws of the United States.
  In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.
We will consider a written request for acceleration of the effective date of the
registration statement as conf irmation of the fact that t hose requesting acceleration are
aware of their respective re sponsibilities under the S ecurities Act of 1933 and the
Securities Exchange Act of 1934 as they rela te to the proposed public offering of the
securities specified in the above registration statement.  We will act  on the request and,
pursuant to delegated authority, grant acce leration of the effective date.
We direct your attention to Rules 46 0 and 461 regarding requesting acceleration
of a registration statement.  Please allow ad equate time after the filing of any amendment
for further review before submitting a request for acceleration.  Please provide this request at least two business days in a dvance of the requested effective date.
 Please contact Tarik Gause at (202) 5 51-3528 or me at (202) 551-3412 with any
other questions.

        S i n c e r e l y ,

        A m a n d a  R a v i t z
        B r a n c h  C h i e f  –  L e g a l

Cc:  Dennis M. Myers
Elisabeth M. Martin
Kirkland & Ellis LLP
 (312) 862-2200 (facsimile)