Exhibit 5.1
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 735-3000
February 2, 1999
Hexcel Corporation
Two Stamford Plaza
281 Tresser Boulevard
Stamford, Connecticut 06901-3238
Re: Hexcel Corporation
REGISTRATION STATEMENT ON FORM S-4
Ladies and Gentlemen:
We have acted as special counsel to Hexcel Corporation, a Delaware
corporation (the "Company"), in connection with the public offering of
$240,000,000 aggregate principal amount of the Company's 9 3/4% Senior
Subordinated Notes due 2009 (the "Exchange Notes"). The Exchange Notes are to be
issued pursuant to an exchange offer (the "Exchange Offer") in exchange for a
like principal amount of the issued and outstanding 9 3/4% Senior Subordinated
Notes due 2009 of the Company (the "Original Notes") under an Indenture dated as
of January 21, 1999 (the "Indenture"), between the Company and The Bank of New
York, as Trustee (the "Trustee"), as contemplated by the Registration Rights
Agreement dated as of January 21, 1999 (the "Registration Rights Agreement"), by
and among the Company, Credit Suisse First Boston Corporation and Salomon Smith
Barney Inc.
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").
Hexcel Corporation
February 2, 1999
Page 2
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 to be filed with the Securities and
Exchange Commission (the "Commission") on the date hereof under the Act (the
"Registration Statement"); (ii) an executed copy of the Registration Rights
Agreement; (iii) an executed copy of the Indenture; (iv) the Restated
Certificate of Incorporation of the Company; (v) the Restated By-Laws of the
Company, as amended to date; (vi) certain resolutions adopted by the Board of
Directors of the Company relating to the Exchange Offer, the issuance of the
Original Notes and the Exchange Notes, the Indenture and related matters;
(vii) the Form T-1 of the Trustee filed as an exhibit to the Registration
Statement; and (viii) the form of the Exchange 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 of public
officials, certificates of officers or other representatives of the Company
and others, and such other documents, certificates and records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.
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 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 execution and delivery by such parties of
such documents and the validity and binding effect on such parties. As to any
facts material to the opinions expressed herein which we have not inde
pendently established or verified, we have relied upon statements and
representations of officers and other representatives of the Company and
others.
Hexcel Corporation
February 2, 1999
Page 3
Members of our firm are admitted to the bar in the State of New York,
and we do not express any opinion as to the laws of any other jurisdiction other
than the Delaware General Corporation Law.
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 Exchange Notes (in the form examined by us) have been
duly executed and authenticated in accordance with the terms of the Indenture
and have been delivered upon consummation of the Exchange Offer against
receipt of Original Notes surrendered in exchange therefor in accordance with
the terms of the Exchange Offer, the Exchange Notes will constitute valid and
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 (i) any agreement or
instrument to which the Company or its properties is subject (except that we do
not make the assumption set forth in this clause (i) with respect to the
Company's Restated Certificate of Incorporation, the Company's Restated By-Laws,
the Indenture or the Registration Rights Agreement), (ii) any law, rule, or
regulation to which the Company is subject (except that we do not make the
assumption set forth in this clause (ii) with respect to the Delaware General
Corporation Law and those laws, rules and regulations of the State of New York
and of the United States of America, in each case, which, in our experience,
are normally applicable to transactions of the type contemplated by the Exchange
Offer, but without our having made any special investigation with respect to any
other laws, rules or regulations), (iii) any judicial or regulatory
Hexcel Corporation
February 2, 1999
Page 4
order or decree of any governmental authority, or (iv) any consent, approval,
license, authorization or validation of, or filing, recording or registration
with, any governmental authority.
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