EX-5.1 2 a10-8656_2ex5d1.htm EX-5.1

 

Exhibit 5.1

 

Hexcel Corporation

Two Stamford Plaza

281 Tresser Blvd.

Stamford, CT 06901

 

 

 

April 28, 2010

 

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 up to 83,963 shares of common stock, par value $0.01 per share (the “Common Stock”), of the Company underlying restricted stock units issued to Mr. Nick L. Stanage, the Company’s President (the “Shares”), in connection with the hiring of Mr. Stanage as the Company’s President.

 

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) the Restricted Stock Agreement dated as of November 9, 2009, between Hexcel Corporation and Nick L. Stanage (the “Agreement”), (c) the Hexcel Corporation 2003 Incentive Stock Plan (the “Plan”), to the extent certain sections therein are incorporated by reference into the Agreement, (d) a specimen certificate evidencing the Common Stock, (e) the Restated Certificate of Incorporation of the Company, as amended to date, (f) the Amended and Restated By-Laws of the Company, as amended to date, (g) certain resolutions of the Board of Directors and/or the Compensation Committee of the Board of Directors of the Company relating to, among other things, the Agreement and the Plan, and (h) 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, I have assumed that the certificates representing the 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 Agreement, 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