EXHIBIT 5.1


                   Skadden, Arps, Slate, Meagher & Flom LLP
                               Four Times Square
                         New York, New York 10036-6522


                                                                April 30, 2003



Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238


                  Re:    Hexcel Corporation
                         Registration Statement on Form S-3


Ladies and Gentlemen:

         We have acted as special counsel to Hexcel Corporation, a Delaware
corporation (the "Company"), in connection with the registration for resale of
$340,000,000 aggregate principal amount of the Company's 9-3/4% Senior
Subordinated Notes Due 2009 (the "Notes") on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission (the
"Commission") on the date hereof under the Securities Act of 1933, as amended
(the "Act"). The Notes have been previously registered with the Commission
under registration statements on Form S-4 (File Nos. 333-66582 and 333-71601)
in connection with exchanges of the Company's 9- 3/4% Senior Subordinated
Notes Due 2009 for the Notes (collectively, the "Exchange Offers").

         This opinion is being furnished in accordance with the requirements
of Item 601(b)(5) of Regulation S-K under the Act.

         In rendering the opinions set forth herein, we have examined and
relied on originals or copies of the following:

         (a) the Registration Statement;

         (b) an executed copy of the Indenture, dated January 21, 1999,
between the Company and The Bank of New York, as trustee (the "Trustee"),
relating to the issuance of the Notes (the "Indenture");

         (c) the Restated Certificate of Incorporation of the Company;

         (d) the Restated By-Laws of the Company, as amended to date;

         (e) certain resolutions adopted by the Board of Directors of the
Company and the Finance Committee of the Board of Directors relating to the
issuance of the Notes, the Indenture and related matters;

         (f) the Statement of Eligibility and Qualification, dated February 1,
1999, under the Trust Indenture Act of 1939, as amended (the "Trust Indenture
Act"), on Form T-1, of the Trustee;

         (g) the Statement of Eligibility and Qualification, dated July 11,
2001, under the Trust Indenture Act, on Form T-1, of the Trustee; and

         (h) the form of the Notes.

         We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates and receipts of public officials, certificates of
officers or other representatives of the Company and others, and such other
documents as we have deemed necessary or appropriate as a basis for the
opinions set forth below.

         In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as facsimile, electronic, certified or photostatic
copies, and the authenticity of the originals of such copies. In making our
examination of executed documents or documents to be executed, we have assumed
that the parties thereto, other than the Company, had or will have 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 the execution and delivery by such parties of such documents and
the validity and binding effect thereof on such parties. As to any facts
material to the opinions expressed herein that we did not independently
establish or verify, we have relied upon statements and representations of
officers and other representatives of the Company and others.

         Our opinions set forth herein are limited to Delaware corporate law
and the laws of the State of New York which are normally applicable to
securities of the type covered by the Registration Statement and to the extent
that judicial or regulatory orders or decrees or consents, approvals,
licenses, authorizations, validations, filings, recordings or registrations
with governmental authorities are relevant, to those required under such laws
(all of the foregoing being referred to as "Opined on Law"). We do not express
any opinion with respect to the law of any jurisdiction other than Opined on
Law or as to the effect of any such non-opined on law on the opinions herein
stated.

         Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that when the Notes (in the form examined by us) were duly executed
and authenticated in accordance with the terms of the Indenture and were
delivered by the Company against payment therefor in accordance with the terms
of the Exchange Offers, then the Notes constituted binding obligations of the
Company, enforceable against the Company in accordance with their terms,
except to the extent that enforcement thereof may be limited by (1)
bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance or
other similar laws now or hereafter in effect relating to creditors' rights
generally and (2) general principles of equity (regardless of whether
enforceability is considered in a proceeding at law or in equity).

         In rendering the opinion set forth above, we have assumed that the
execution and delivery by the Company of the Indenture and the Exchange Notes
and the performance by the Company of its obligations thereunder do not and
will not violate, conflict with or constitute a default under any agreement or
instrument to which the Company or its properties is subject, except we make
no such assumption with respect to those agreements and instruments which have
been identified to us by the Company as being material to it and which are
listed as exhibits in Part IV of the Company's Annual Report on Form 10-K/A
for the year ended December 31, 2002 and filed with the Commission on April
29, 2003.

         We hereby consent to the filing of this opinion with the Commission
as an exhibit to the Registration Statement. We also consent to the reference
to our firm under the caption "Legal Matters" in the Registration Statement.
In giving this consent, we do not thereby admit that we are included in the
category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission.

                               Very truly yours,


                               /s/ Skadden, Arps, Slate, Meagher & Flom LLP