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Exhibit 5
[HUNTON & WILLIAMS LETTERHEAD]
June 29, 2000
Board of Directors
AES Red Oak, L.L.C
1001 North 19th Street
Arlington, Virginia 22209
Registration Statement on Form S-4 for the Exchange of Outstanding
8.54% Senior Secured Bonds Series A due 2019 for
8.54% Exchange Senior Secured Bonds Series A due 2019, and the
Exchange of Outstanding 9.20% Senior Secured Bonds Series B due 2029 for
9.20% Exchange Senior Secured Bonds Series B due 2029
Ladies and Gentlemen:
We are acting as special counsel to AES Red Oak, L.L.C. (the "Company")
in connection with the registration of (i) $224,000,000 aggregate principal
amount of 8.54% Senior Secured Bonds Series A due 2019, and (ii) $160,000,000
aggregate principal amount of 9.20% Senior Secured Bonds Series B due 2029 ((i)
and (ii) collectively referred to as the "Exchange Bonds"). The Exchange Bonds
are to be issued by the Company in exchange for an equal amount of (i)
unregistered 8.54% Senior Secured Bonds Series A due 2019, and (ii) 9.20% Senior
Secured Bonds Series B due 2029 ((i) and (ii) collectively referred to as the
"Outstanding Bonds"), issued on March 15, 2000, in a private placement pursuant
to Rule 144A under the Securities Act of 1933. The Outstanding Bonds and
Exchange Bonds are governed by a Trust Indenture and the First Supplemental
Indenture to the Trust Indenture, each between the Company and The Bank of New
York, as Trustee ("Trustee") and Depository Bank, and each dated March 1, 2000
(the Trust Indenture and the First Supplemental Indenture, collectively referred
to as the "Indenture"). The issuance of the Exchange Bonds in exchange for the
Outstanding Bonds is more fully described in the Registration Statement on Form
S-4 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") on June 29, 2000. In connection with the filing
of the Registration Statement, you have requested our opinion concerning certain
corporate matters.
In rendering the following opinions, we have relied, as to factual
matters, upon certificates of executive officers of the Company. We have assumed
the authenticity of all documents submitted to us as originals, the conformity
to originals of documents submitted as certified or photostatic copies and the
genuineness of signatures not witnessed by us.
We are members of the New York Bar and we do not purport to express an
opinion on any laws other than those of the State of New York, the United States
of America and Delaware corporate law.
Based upon the foregoing and the further qualifications stated below,
we are of the opinion that the Exchange Bonds have been duly authorized by all
necessary corporate action of the Company and,
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when executed by the Company, authenticated and delivered by the Trustee and
issued in accordance with the terms of the Indenture and as described in the
Registration Statement, will constitute valid and legally binding obligations of
the Company, enforceable against the Company in accordance with their terms.
The opinions set forth above are subject to the qualifications that (i)
enforcement of such obligations may be subject to (a) the effects of bankruptcy,
insolvency, fraudulent conveyance, reorganization, moratorium or other similar
laws now or hereafter in effect relating to or affecting creditors' rights
generally, and (b) general equity principles and an implied covenant of good
faith and fair dealing (regardless of whether such enforcement is sought in a
proceeding in law or equity), and (ii) the remedy of specific performance and
injunctive and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceedings
therefore may be brought.
We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement and to statements referring to our firm
under the caption "Legal Matters" in the Prospectus that forms a part of this
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required by Section 7 of the
Securities Act of 1933 or the rules and regulations promulgated thereunder by
the Commission.
Very truly yours,
/s/ Hunton & Williams
