EXHIBIT 5.1


                               Hexcel Corporation
                               Two Stamford Plaza
                                281 Tresser Blvd.
                               Stamford, CT 06901

                                                      August 20, 2001


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 325,000
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