EXHIBIT 5.1

                       [KIRKLAND & ELLIS LETTERHEAD LLP]



                                 August 2, 2004

Commercial Vehicle Group, Inc.
6530 West Campus Way
New Albany, Ohio 43054

Ladies and Gentlemen:

     We are acting as special counsel to Commercial Vehicle Group, Inc., a
Delaware corporation (the "Company"), in connection with the proposed
registration by the Company of 10,637,500 shares of its Common Stock, par value
$0.01 per share (the "Common Stock"), including 1,387,500 shares of the
Company's Common Stock to cover over-allotments, if any, pursuant to a
Registration Statement on Form S-1, as amended (Registration No. 333-115708),
originally filed with the Securities and Exchange Commission (the "Commission")
on May 21, 2004 under the Securities Act of 1933, as amended (the "Act") (such
Registration Statement, as amended or supplemented, is hereinafter referred to
as the "Registration Statement").  Of the shares of Common Stock to be
registered pursuant to the Registration Statement, up to 3,818,750 shares are
being offered by the Company (the "Primary Shares") and up to 6,818,750 shares
are being offered by certain selling stockholders (the "Secondary Shares").

     In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion, including (i) the corporate and organizational documents of the
Company, including the Amended and Restated Certificate of Incorporation of the
Company (the "Amended and Restated Certificate") to be filed with the Secretary
of State of the State of Delaware prior to the sale of the Primary Shares and
the Secondary Shares and (ii) minutes and records of the corporate proceedings
of the Company with respect to the issuance and sale of the Primary Shares and
the Secondary Shares.

     For purposes of this opinion, we have assumed the authenticity of all
documents submitted to us as originals, the conformity to the originals of all
documents submitted to us as copies and the authenticity of the originals of all
documents submitted to us as copies. We have also assumed the legal capacity of
all natural persons, the genuineness of the signatures of persons signing all
documents in connection with which this opinion is rendered, the authority of
such persons signing on behalf of the parties thereto other than the Company and
the due authorization, execution and delivery of all documents by the parties
thereto other than the Company. We have not independently established or
verified any facts relevant to the opinions

                              KIRKLAND & ELLIS LLP



Commercial Vehicle Group, Inc.
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expressed herein, but have relied upon statements and representations of
officers and other representatives of the Company and others.

     Based upon and subject to the foregoing qualifications, assumptions and
limitations and the further limitations set forth below, we are of the opinion
that:

          1.    Upon filing of the Amended and Restated Certificate with the
     Secretary of State of the State of Delaware, the Primary Shares will be
     duly authorized, and, when the Registration Statement becomes effective
     under the Act, and when appropriate certificates representing the Primary
     Shares are duly countersigned and registered by the Company's transfer
     agent/registrar and delivered to the Company's underwriters against payment
     of the agreed consideration therefor in accordance with the Underwriting
     Agreement, the Primary Shares will be validly issued, fully paid and
     nonassessable.

          2.    The Secondary Shares have been duly authorized, validly issued
     and fully paid and are nonassessable.

     Our opinions expressed above are subject to the qualification that we
express no opinion as to the applicability of, compliance with, or effect of any
laws except the General Corporation Law of the State of Delaware.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5.1 to the Registration Statement.  We also consent to the reference to
our firm under the heading "Legal Matters" in the Registration Statement. In
giving this consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Commission.  This opinion and consent may be incorporated by
reference in a subsequent registration statement on Form S-1 filed pursuant to
Rule 462(b) under the Act with respect to the registration of additional
securities for sale in the offering contemplated by the Registration Statement
and shall cover such additional securities, if any, registered on such
subsequent registration statement.

     We do not find it necessary for the purposes of this opinion, and
accordingly we do not purport to cover herein, the application of the securities
or "Blue Sky" laws of the various states to the issuance and sale of the Primary
Shares or the Secondary Shares.

     This opinion is limited to the specific issues addressed herein, and no
opinion may be inferred or implied beyond that expressly stated herein. We
assume no obligation to revise or

                              KIRKLAND & ELLIS LLP


Commercial Vehicle Group, Inc.
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supplement this opinion should the General Corporation Law of the State of
Delaware be changed by legislative action, judicial decision or otherwise.


                                         Sincerely,

                                         /s/ Kirkland & Ellis LLP

                                         KIRKLAND & ELLIS LLP