June 15, 2000
American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215
Ladies and Gentlemen:
I am Deputy General Counsel to American Electric Power Service
Corporation, a wholly owned subsidiary of American Electric Power Company,
Inc., a New York corporation (the "Company"). In that capacity, I have acted
as counsel to the Company in connection with the Registration Statement on
Form S-8 (the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as
amended, relating to the issuance by the Company of an aggregate of 2,635,633
shares (the "Shares") of common stock, par value $6.50 per share, of the
Company to be issued by the Company pursuant to its assumption of the Central
and South West Corporation Retirement Savings Plan (the "Plan").
I have examined the Registration Statement and the Plan. I have
also examined the originals, or duplicates or certified or conformed copies,
of such records, agreements, instruments and other documents and have made
such other and further investigations as I have deemed relevant and necessary
in connection with the opinions expressed herein. As to questions of fact
material to this opinion, I have relied upon certificates of public officials
and of officers and representatives of the Company.
In such examination, I have assumed the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
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documents submitted to me as originals, the conformity to original documents
of all documents submitted to me as duplicates or certified or conformed
copies, and the authenticity of the originals of such latter documents.
Based upon the foregoing, and subject to the qualifications and
limitations stated herein, I am of the opinion that the Shares have been duly
authorized and, upon the issuance of the Shares in accordance with the terms
of the Plan and payment of the consideration, if any, payable therefor
pursuant to terms of the Plan, such Shares will be validly issued, fully paid
and nonassessable.
The opinions expressed above are limited to matters of United
States federal securities law and the corporate laws of the State of New York
as in effect as of the date of this letter, and I express no opinion as to
the law of any other jurisdiction or as of any date other than the date
hereof.
I hereby consent to the filing of this opinion of counsel as
Exhibit 5.1 to the Registration Statement.
Very truly yours,
/s/ Jeffrey D. Cross
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Jeffrey D. Cross, Esq.
Deputy General Counsel
American Electric Power Service Corporation
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