Xavi produced a goal of surgical precision to give Barcelona a 3-2 win over AC Milan on Wednesday in an enthralling Champions League match which also featured Zlatan Ibrahimovic scoring against the Catalan club he left acrimoniously last year.

Milan twice came from behind, through Ibrahimovic and a stunning Kevin-Prince Boateng effort, as they replied to a Mark van Bommel own goal and a twice-taken Lionel Messi penalty in a match, which was little more than a friendly.

Both teams had already qualified for the last 16 with two matches to spare. Barcelona's win put them five points clear at the top of Group H and ensured they would finish in first place.

There was an element of controversy about Messi's goal and his first effort was disallowed because he stopped at the end of his run-up and feigned to kick the ball -- a practice recently outlawed by FIFA.

The Argentine was booked for his trouble but he still dispatched the second penalty shot with ease.

Xavi's 63rd-minute winner had Barcelona written all over it.

Messi managed to pick out the playmaker with a measured diagonal pass which he slipped between four Milan defenders. Xavi took the pass in his stride and slotted past Christian Abbiati.

His strike came nine minutes after the best goal of the evening when Milan's Boateng collected a high pass from Ibrahimovic, flicked the ball between the legs of the bemused Eric Abidal and found a gap between Victor Valdes and the near post.

Barcelona remain unbeaten this season in all competitions, although coach Pep Guardiola's response was muted.

"We had a lot of possession and created a lot of chances," he said. "It is important to have won here, Milan were happy with their performance, so we are all happy."

Milan coach Massimiliano Allegri, whose side have won five and drawn one of their last Serie A matches, admitted his team's finishing let them down.

"I think we played well although we made some mistakes, we should have made more of our chances but our self-confidence is higher and we know we can compete in these Champions League matches."

APOEL Nicosia became the first Cypriot team to reach the Champions League last 16, Arsenal were the first English side through this season and Chelsea's woes increased when Bayer Leverkusen snatched late qualification on Wednesday.

APOEL's 0-0 draw at Zenit St Petersburg, halted twice because of heavy smoke from flares, followed an onslaught from the Russians but the Cypriot champions clung on to complete a stunning achievement for the island nation.

"We have good players who try hard every single game and they also have a great desire to achieve something really important," APOEL's Serbian coach Ivan Jovanovic said.

"I think these factors have been the key to our success on the pitch."

APOEL remain the only unbeaten team in Group G where twice champions Porto won 2-0 at bottom side Shakhtar Donetsk to keep alive their hopes of overhauling second-placed Zenit when they meet in the final group game in Portugal on December 6.

Manuel Friedrich's 90th-minute goal for Leverkusen took the Germans through with a 2-1 home triumph over faltering Chelsea, who now need to beat Valencia at home or draw 0-0 in the last match to go through.

Didier Drogba had handed the visitors the lead with a top-class goal just after the break but Eren Derdiyok's header with almost his first touch and Friedrich's winner out of the blue sent home fans and ex-Chelsea midfielder Michael Ballack wild.

"We thought we had the game in our hands at 1-0 because we were compact and solid," under pressure Chelsea boss Andre Villas-Boas, who has also lost three out of his last four Premier League matches, told Sky Sports.

"We are improving our work and determination but at the moment it is not sufficient."

Valencia warmed up for the final Group E clash with a 7-0 thumping of bottom side Racing Genk in which Roberto Soldado bagged a first-half hat-trick.

Goal machine Robin van Persie scored another brace in a 2-1 home victory over Borussia Dortmund as Arsenal finished top and did what Manchester United, Manchester City and Chelsea have so far failed to do and qualified for first knockout round.

Inconsistent Olympique Marseille were also going through from Group F until Giannis Fetfatzidis struck eight minutes from time to give Olympiakos Piraeus a 1-0 victory at the Stade Velodrome to rekindle their last-16 hopes.

Several permutations are possible for the second group berth but Marseille know a win at the surprisingly weak German champions in two weeks would put them through to the knockout stages starting in February.

Viktoria Plzen won 1-0 at Bate Borisov in the fog to boost their chances of finishing third and taking Group H's Europa League berth.