The M5-brane is investigated near critical held-strength. We show that this
limit on the M5-brane reduces to the noncommutative open string limit on t
he D4-brane. The reduction on a two-toms leads to both the noncommutative o
pen string limit and the noncommutative Yang-Mills limit on the D3-brane. T
he decoupled noncommutative five-brane is identified with the strong coupli
ng limit of the noncommutative open string theory on the D4-brane and S-dua
lity on the noncommutative D3-brane is identified with a modular transforma
tion on the five brane. We argue that the open membrane metric defines a fi
nite length scale on the worldvolume of the M5-brane in the decoupling limi
t. This length scale can be associated to the effective length scale of an
open membrane. (C) 2000 Elsevier Science B.V. All rights reserved.