Exhibit 5.1

              Skadden, Arps, Slate, Meagher & Flom LLP
                          919 Third Avenue
                         New York, NY 10022



                                               June 19, 1998


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

            Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

            We have acted as special counsel to Hexcel Corporation, a
Delaware corporation (the "Company"), 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 500,000 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 (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").

            We have examined originals or copies, certified or otherwise
identified to our satisfaction, of (i) the Registration Statement, (ii) the
Plan, (iii) a specimen certificate evidencing the Common Stock, (iv) the
Restated Certificate of Incorporation of the Company, as amended to date,
(v) the Amended and Restated By-Laws of the Company, as amended to date,
(vi) certain resolutions of the Board of Directors of the Company relating
to, among other things, the Plan, and (vii) 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 certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making our examination of documents executed by parties other
than the Company, we 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. As
to any facts material to the opinions expressed herein which we did not
independently establish or verify, we have relied upon certificates,
statements or representations of officers and other representatives of the
Company, public officials and others. In rendering the opinion set forth
below, we have assumed that (i) the certificates representing the Shares
will be manually signed or signed by facsimile 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 us 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.

            Members of our firm are admitted to the Bar of the State of New
York, and we 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, we are 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.

            We hereby consent to the filing of this opinion with the
Securities and Exchange Commission (the "Commission") as Exhibit 5 to the
Registration Statement. In giving such consent, we do not thereby admit
that we are 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/ Skadden, Arps, Slate, Meagher & Flom LLP