Celanese AG – IPO: ‘F-1’ on 9/27/99 – EX-5.1

On:  Monday, 9/27/99   ·   Accession #:  950123-99-8859   ·   File #:  333-87889

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Initial Public Offering (IPO):  Registration Statement of a Foreign Private Issuer   —   Form F-1
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: F-1         Celanese Ag                                          153    740K 
 2: EX-2.1      Demerger Agreement                                    27     88K 
 3: EX-3.1      Form of Articles of Association                        7     22K 
 4: EX-5.1      Opinion of Hengeler, Muller, Weitzel & Wirtz           2     10K 
 5: EX-21.1     List of Subsidiaries                                   4     19K 
 6: EX-23.1     Consent of Kpmg                                        1      5K 

EX-5.1   —   Opinion of Hengeler, Muller, Weitzel & Wirtz

EX-5.1
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[HENGELER LETTERHEAD] 

                                                              October [  ], 1999

Celanese AG                                                                     
Industriepark Hochst                                                            
D-65926 Frankfurt am Main                                                       

Re: Celanese AG                                                                 
Registration Statement on Form F-1                                      

Ladies and Gentlemen:                                                           

We have acted as German counsel to Celanese AG, a stock corporation   
organized under the laws of the Federal Republic of Germany (the "Company"), in 
connection with the redistribution by the Company of up to 55,915,369 ordinary  
shares (the "Shares") of the Company's Ordinary Shares, no par value (the       
"Ordinary Shares").                                                             

     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").                                                                         

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 F-1 (File No. 333-       ) as filed with the Securities and   
Exchange Commission (the "Commission") on September   , 1999 under the Act, and 
[list all amendments through and including the date of the Opinion, specifying  
filing dates] (such Registration Statement, as so amended, being hereinafter    
referred to as the "Registration Statement"); (ii) the form of the              
Redistribution Agreement (the "Redistribution Agreement") proposed to be entered
into between the Company, as issuer, and Credit Suisse First Boston and Dresdner
Bank AG, as redistribution managers, as representatives of the several managers 
named therein (the "Managers"), filed as an exhibit to the Registration         
Statement; (iii) the Global Certificates 1, 2 and 3 representing the shares and 
a specimen of a stock certificate; (iv) the Articles of Association (Satzung) of
the Company, as presently in effect; (v) [the By-Laws of the Company, as        
presently in effect;] and (vi) certain resolutions of the Board of Directors of 
Hoechst Aktiengesellschaft and the Company relating to the redistribution of the
Shares and related matters. 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 documents executed or to be executed by parties other than the   
Company, we have assumed that such parties 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 thereof. As to any facts material to the opinions expressed      
herein which we have not independently established or verified, we have relied  
upon statements and representations of officers and other representatives of the
Company and others.                                                             

This opinion is confined to and is given on the basis of the laws of  
Germany as they exist at the date hereof. In particular, we have made no        
investigation of the laws applicable in the United States of America or any     
jurisdiction thereof or therein as a basis for this opinion and do not express  
or imply any opinion thereon. We have assumed that there is nothing in the laws 
applicable in such jurisdictions or in any other place which affects this       
opinion.                                                                        

EX-5.1
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[Celanese AG]                                                                   
October [  ], 1999                                                              
Page  2                                                                         

  Based upon and subject to the foregoing, we are of the opinion that when
the demerger has been duly registered in the commercial registers of Hoechst    
Aktiengesellschaft and the Company, the Shares will be validly issued, fully    
paid and non-assessable. 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,
              [Hengeler]