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EXHIBIT 5.1
Hexcel Corporation
Two Stamford Plaza
281 Tresser Blvd.
Stamford, CT 06901
September 22, 2000
Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901
Re: REGISTRATION STATEMENT ON FORM S-8
Ladies and Gentlemen:
I am General Counsel of Hexcel Corporation, a Delaware
corporation (the "Company"), and am furnishing this opinion in connection with
the preparation of a registration statement on Form S-8 (the "Registration
Statement"), relating to the issuance and sale of up to an additional 275,000
shares (the "Shares") of the common stock, par value $0.01 per share (the
"Common Stock"), of the Company issuable upon exercise of options and stock
awards that may be granted under the Company's 1998 Broad Based Incentive Stock
Plan (as amended, the "Plan").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Act").
I have examined originals or copies, certified or otherwise
identified to my satisfaction, of (a) the Registration Statement, (b) the Plan,
(c) a specimen certificate evidencing the Common Stock, (d) the Restated
Certificate of Incorporation of the Company, as amended to date, (e) the Amended
and Restated By-Laws of the Company, as amended to date, (f) certain resolutions
of the Board of Directors of the Company relating to, among other things, the
Plan, and (g) such other documents as I deemed necessary or appropriate as a
basis for the opinions set forth below.
In making my examination of documents executed by parties
other than the Company, I have assumed that such parties had the power,
corporate or other, to enter into and perform all obligations thereunder and
have also assumed the due authorization by all requisite action, corporate or
other, and execution and delivery by such parties of such documents and the
validity and binding effect thereof on such parties. In rendering the opinion
set forth below, I have assumed that (i) the certificates representing the
Shares will be manually signed by one of the authorized officers of the transfer
agent and registrar for the Common Stock and registered by such transfer agent
and registrar and will conform to the specimen thereof examined by me and (ii)
prior to the issuance of any Shares, the Company and the relevant grantee will
have duly entered into award agreements ("Award Agreements") in accordance with
the terms of the Plan.
I am admitted to the Bar of the State of New York, and I do
not express any opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware.
Based upon and subject to the foregoing, I am of the opinion
that the Shares have been duly and validly authorized for issuance and, when
delivered and paid for in accordance with the terms of the Plan and the Award
Agreements, will be validly issued, fully paid and nonassessable.
I hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as Exhibit 5.1 to the
Registration Statement. In giving such consent, I do not thereby admit that I am
in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the rules or regulations of the Commission thereunder.
Very truly yours,
/s/ Ira J. Krakower
Ira J. Krakower
