SecProbe.io

CORRESP
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    300 North LaSalle

    Chicago, Illinois 60654

    Dennis M. Myers, P.C.

    To Call Writer Directly:

    (312) 862-2000

    Facsimile:

    (312) 862-2232

    (312) 862-2200

    dennis.myers@kirkland.com

    www.kirkland.com

January 26, 2010

Via EDGAR Submission

Securities and Exchange Commission

100 F Street, N.E.

Washington, D.C. 20549

    Attn:

    Tarik Gause

Amanda Ravitz

    Re:

    Commercial Vehicle Group, Inc.

Registration Statement on Form S-3

Originally filed November 20, 2009

(SEC File No. 333-163276)

Ladies and Gentlemen:

     This letter is being furnished on behalf of Commercial Vehicle Group, Inc., a Delaware
corporation (the “Company”), in response to the comments raised in your letter dated
January 22, 2010 from Amanda Ravitz of the Staff (the “Staff”) of the Commission to Chad M.
Utrup, Chief Financial Officer of the Company, with respect to the Company’s Registration Statement
on Form S-3 (File No. 333-163276) (the “Registration Statement”). The responses below
correspond to the captions and numbers of those comments (which are reproduced in italics below).
The Company’s responses are as follows:

Exhibit 5.1 - Opinion of Kirkland & Ellis LLP

    1.

    We note your revision in response to prior comment 4. Since counsel’s opinion that the
Guarantees are binding relies upon conclusions as to state law matters, please remove the
statement that counsel does not express or imply any opinion on the laws of Iowa and North
Carolina. Counsel’s statement that it is relying upon other counsel as to state law matters
should be sufficient.

    Response: We will revise the opinion to remove the statement that we do not express
or imply any opinion on the laws of Iowa and North Carolina. The proposed revisions to
Exhibit 5.1 are attached hereto as Annex A.

    Hong Kong

    London

    Los Angeles

    Munich

    New York

    Palo Alto

    San Francisco

    Shanghai

    Washington, D.C.

Securities and Exchange Commission

January 26, 2010

Page 2

Exhibit 5.3 – Shuttleworth & Ingersoll, PLC

    2.

    We note your revision in response to prior comment 10 and counsel’s use of the phrase “and of
which we have no knowledge” in revised text. Please have counsel delete this language.
Counsel may rely on certificates as to matters of fact. As to other matters, counsel must
provide an unqualified opinion as to the matters opined upon, and may not limit its opinion by
a knowledge qualifier.

    Response: Shuttleworth & Ingersoll, PLC will revise the opinion in response to the
Staff’s comment. The proposed revisions to Exhibit 5.3 are attached hereto as Annex
B.

*      *      *      *      *

Securities and Exchange Commission

January 26, 2010

Page 3

     We hope that the foregoing has been responsive to the Staff’s comments. Should you have any
questions relating to any of the foregoing, please feel free to contact the undersigned at (312)
862-2232 or Elisabeth M. Martin at (312) 862-3055.

Sincerely,

/s/
Dennis M. Myers

Dennis M. Myers, P.C.

    cc:

    Mr. Chad M. Utrup, Chief Financial Officer, Commercial Vehicle Group, Inc.

Annex A

Form of Item 5.1 Opinion

Exhibit 5.1

    KIRKLAND & ELLIS LLP

AND AFFILIATED PARTNERSHIPS

    300 North LaSalle

    Chicago, Illinois 60654

    (312) 862-2000

    Facsimile:

    (312) 862-2200

    www.kirkland.com

    January ___, 2010

Commercial Vehicle Group, Inc.

7800 Walton Parkway

New Albany, Ohio 43054

Ladies and Gentlemen:

     We are acting as special counsel to (i) Commercial Vehicle Group, Inc., a Delaware corporation
(the “Company”) and (ii) Trim Systems, Inc., a Delaware corporation, Trim Systems Operating
Corp., a Delaware corporation, National Seating Company, a Delaware corporation, CVS Holdings,
Inc., a Delaware corporation, Sprague Devices, Inc., a Delaware corporation, CVG Management
Corporation, a Delaware corporation, CVG Logistics, LLC, a Delaware limited liability company,
Mayflower Vehicle Systems, LLC, a Delaware limited liability company, Monona Corporation, a
Delaware corporation, CVG CS LLC, a Delaware limited liability company, CVG European Holdings, LLC,
a Delaware limited liability company, CVG Oregon, LLC, a Delaware limited liability company, Monona
(Mexico) Holdings LLC, an Illinois limited liability company, Monona Wire Corporation, an Iowa
corporation, and Cabarrus Plastics, Inc., a North Carolina corporation (collectively, the
“Subsidiary Guarantors”), in connection with the preparation of the Registration Statement
on Form S-3 (such Registration Statement, as amended or supplemented, is hereinafter referred to as
the “Registration Statement”) originally filed with the Securities and Exchange Commission
(the “Commission”) on November 20, 2009 under the Securities Act of 1933, as amended (the
“Securities Act”), by the Company and the Subsidiary Guarantors. In this opinion letter:
(i) Trim Systems, Inc., Trim Systems Operating Corp., National Seating Company, CVS Holdings, Inc.,
Sprague Devices, Inc., CVG Management Corporation, CVG Logistics, LLC, Mayflower Vehicle Systems,
LLC, Monona Corporation, CVG CS LLC, CVG European Holdings, LLC and CVG Oregon, LLC are
collectively referred to as the “Delaware Guarantors,” (ii) Monona (Mexico) Holdings LLC is
also referred to as the “Illinois Guarantor,” (iii) Monona Wire Corporation is also
referred to as the “Iowa Guarantor,” and (iv) Cabarrus Plastics, Inc. is also referred to
as the “North Carolina Guarantor.” The Registration Statement relates to the issuance and
sale from time to time, pursuant to Rule 415 of the General Rules and Regulations promulgated under
the Securities Act (the “Rules”), of an unspecified amount of (a) shares of the common
stock, par value $0.01 per share (the “Common Stock”), of the Company, (b) debt securities
(the “Debt Securities”) of the Company and (c) guarantees of the Debt Securities by the
Subsidiary Guarantors (the “Guarantees” and together with the Common Stock and the Debt
Securities, the “Securities”) in

    Hong Kong

    London

    Los Angeles

    Munich

    New York

    Palo Alto

    San Francisco

    Shanghai

    Washington, D.C.

KIRKLAND & ELLIS LLP

Commercial Vehicle Group, Inc.

January ___, 2010

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one or more offerings from time to time on a delayed or continuous basis (the
“Offerings”) for an aggregate amount not to exceed $200,000,000 or such larger amount as
may be permitted to be registered pursuant to Rule 462(b) of the Rules. In addition, the shares of
Common Stock to be registered pursuant to the Registration Statement includes up to 344,014 shares
of Common Stock to be issued pursuant to the Warrant and Unit Agreement, dated as of August 4, 2009
(the “Warrant and Unit Agreement”), between the Company and U.S. Bank, National
Association, as warrant agent and unit agent, and being offered by certain selling stockholders
(the “Warrant Shares”).

     Senior Debt Securities will be issued pursuant to a senior indenture (the “Senior
Indenture”) between the Company, a trustee named therein (the “Trustee”) and, if
applicable, one or more Subsidiary Guarantors. Subordinated Debt Securities will issued pursuant
to a subordinated indenture (the “Subordinated Indenture” and together with the Senior
Indenture, the “Indentures”) between the Company and the Trustee, and, if applicable, one
or more Subsidiary Guarantors.

     In connection with the registration of the Securities, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such documents, corporate records and
other instruments as we have deemed necessary for the purposes of this opinion, including: (i) the
organizational documents of the Company, the Delaware Guarantors and the Illinois Guarantor, (ii)
minutes and records of the corporate proceedings of the Company, the Delaware Guarantors and the
Illinois Guarantor and (iii) the Registration Statement and the exhibits thereto.

     For purposes of this opinion, we have assumed the authenticity of all documents submitted to
us as originals, the conformity to the originals of all documents submitted to us as copies and the
authenticity of the originals of all documents submitted to us as copies. We have also assumed the
legal capacity of all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of such persons signing
on behalf of the parties thereto other than the Company, the Delaware Guarantors and the Illinois
Guarantor and the due authorization, execution and delivery of all documents by the parties thereto
other than the Company, the Delaware Guarantors and the Illinois Guarantor. We have not
independently established or verified any facts relevant to the opinion expressed herein, but have
relied upon statements and representations of officers and other representatives of the Company and
others.

     We have also assumed that at the time of the issuance and delivery of each of any Securities
and at the time of issuance, delivery and execution of the instrument evidencing the same:

KIRKLAND & ELLIS LLP

Commercial Vehicle Group, Inc.

January ___, 2010

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     (i) the Registration Statement and any amendments thereto (including post-effective
amendments) will be effective and will comply with all applicable laws at the time the
Securities are offered or issued as contemplated by the Registration Statement;

     (ii) a prospectus supplement or term sheet (“Prospectus Supplement”) will have
been prepared and filed with the Commission describing the Securities offered thereby and
will comply with all applicable laws;

     (iii) all Securities will be issued and sold in compliance with applicable federal and
state securities laws and in the manner stated in the Registration Statement and the
appropriate Prospectus Supplement;

     (iv) the Securities will be issued and sold in the form and containing the terms set
forth in the Registration Statement, the appropriate Prospectus Supplement and, as
applicable, the appropriate Indenture;

     (v) the Company and all Subsidiary Guarantors will have obtained any legally required
consents, approvals, authorizations and other orders of the Commission and any other
regulatory authorities necessary to issue and sell the Securities being offered and to
execute and deliver each of the Indentures; and

     (vi) a definitive purchase, underwriting or similar agreement (each, a “Purchase
Agreement”) with respect to any Securities offered or issued will have been duly
authorized and validly executed and delivered by the Company, the Guarantors and the other
parties thereto.

     Based upon and subject to the foregoing qualifications, assumptions and limitations and the
further limitations set forth below, we are of the opinion that:

    1.

    The shares of Common Stock to be issued and sold by the Company, when duly authorized by
appropriate corporate action of the Company, and issued, sold and delivered against payment
therefor in accordance with such authorization, the applicable Purchase Agreement and
applicable law and in the manner and for the consideration stated in the Registration
Statement and the applicable Prospectus Supplement, will be validly issued, fully paid and
nonassessable.

    2.

    When, as and if (a) any Debt Securities have been duly authorized and duly established in
accordance with the applicable Indenture and applicable law, (b) the appropriate corporate
action has been taken by the Company to authorize the form, terms, execution and delivery of
such Debt Securities (and any required amendment or supplement to the

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Commercial Vehicle Group, Inc.

January ___, 2010

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    applicable Indentures) and (c) the applicable Indenture has been duly executed,
attested, issued and delivered by duly authorized officers, such Debt Securities will
constitute valid and binding obligations of the Company enforceable against the Company in
accordance with their terms.

    3.

    When, as and if (a) any Guarantees of Debt Securities have been duly authorized and duly
approved by each Subsidiary Guarantor, as applicable in accordance with applicable law, (b)
the appropriate corporate action has been taken by the Subsidiary Guarantors to authorize the
form, terms, execution and delivery of such Guarantees, (c) the Guarantees have been duly
executed, attested, issued and delivered by duly authorized officers and (d) the Debt
Securities underlying such Guarantees have been duly executed, authenticated, issued and
delivered, such Guarantees will constitute valid and binding obligations of each Subsidiary
Guarantor, as applicable, enforceable against each Subsidiary Guarantor, as applicable, in
accordance with their terms.

    4.

    The Warrant Shares have been duly authorized, and when the Warrant Shares have been duly
issued in accordance with the terms of the Warrant and Unit Agreement and when the Warrant
Shares are duly countersigned by the Company’s transfer agent/registrar, and upon receive by
the Company of the consideration to be paid therefor, the Warrant Shares will be validly
issued, fully paid and nonassessable.

     Our opinion expressed above is subject to the qualifications that we express no opinion as to
the applicability of, compliance with, or effect of: (i) any bankruptcy, insolvency,
reorganization, fraudulent transfer, fraudulent conveyance, moratorium or other similar law
affecting the enforcement of creditors’ rights generally; (ii) general principles of equity
(regardless of whether enforcement is considered in a proceeding in equity or at law); and (iii)
public policy considerations which may limit the rights of parties to obtain certain remedies.

     To the extent that the obligations of the Company under the Indentures may be dependent on
such matters, we assume for purposes of this opinion that the applicable Trustee is duly organized,
validly existing and in good standing under the laws of its jurisdiction of organization; that such
Trustee is duly qualified to engage in the activities contemplated by the applicable Indenture;
that each Indenture has been duly authorized, executed and delivered by the Trustee and constitutes
the legally valid and binding obligations of such Trustee, enforceable against such Trustee in
accordance with its terms; that the Trustee is in compliance, generally and with respect to acting
as an agent under the Indenture with all applicable laws and regulations; and that the Trustee has
the requisite organizational and legal power and authority to perform its obligations under the
applicable Indenture. We have assumed that the Indentures will be duly authorized, executed and
delivered by the parties thereto in substantially the form

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Commercial Vehicle Group, Inc.

January ___, 2010

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reviewed by us, and that any Debt Securities or Guarantees that may be issued will be issued in
a form that complies with the Indentures.

     We express no opinion with respect to the enforceability of: (i) consents to, or restrictions
upon, judicial relief or jurisdiction or venue; (ii) waivers of rights or defenses with respect to
stay, extension or usury laws; (iii) advance waivers of claims, defenses, rights granted by law, or
notice, opportunity for hearing, evidentiary requirements, statutes of limitation, trial by jury or
at law, or other procedural rights; (iv) waivers of broadly or vaguely stated rights; (v)
provisions for exclusivity, election or cumulation of rights or remedies; (vi) provisions
authorizing or validating conclusive or discretionary determinations; (vii) grants of setoff
rights; (viii) provisions for the payment of attorneys’ fees where such payment is contrary to law
or public policy; (ix) proxies, powers and trusts; (x) restrictions upon non-written modifications
and waivers; (xi) provisions prohi