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 (i) 90,000 shares of
restricted common stock, par value $0.01 per share (the "Common Stock"), of the
Company issued to Mr. David E. Berges, the Company's Chairman of the Board and
Chief Executive Officer (the "Restricted Shares"), and (ii) up to 825,000 shares
of Common Stock issuable upon the exercise of options granted to Mr. David
Berges (the "Option Shares" and, together with the Restricted Shares, the
"Shares"), in connection with the entering into of an employment contract with
Mr. Berges pursuant to which Mr. Berges agreed to serve as the Company's
Chairman of the Board and Chief Executive Officer.

            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) two
Employee Option Agreements dated as of July 30, 2001, between Hexcel Corporation
and David E. Berges (the "Employee Option Agreements"), (c) the Restricted Stock
Agreement dated as of July 30, 2001, between Hexcel Corporation and David E.
Berges (the "Restricted Stock Agreement"), (d) the letter agreement dated as of
August 1, 2001 between Hexcel Corporation and David E. Berges (the "Letter
Agreement" and, together with the Employee Option Agreements and the Restricted
Stock Agreement, the "Agreements"), (e) the Hexcel Corporation Incentive Stock
Plan (the "Plan"), to the extent certain sections therein are incorporated by
reference into the Agreements, (f) a specimen certificate evidencing the Common
Stock, (g) the Restated Certificate of Incorporation of the Company, as amended
to date, (h) the Amended and Restated By-Laws of the Company, as amended to
date, (i) certain resolutions of the Board of Directors of the Company relating
to, among other things, the Agreements and the Plan, and (j) 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, with respect to the Option Shares I have assumed that the certificates
representing the Option 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.

            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 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