Exhibit 5.1
CHADBOURNE & PARKE LLP
30 Rockefeller Plaza
New York, New York 10112
September 25, 2000
The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Ladies and Gentlemen:
We have acted as counsel in connection with the Registration Statement
on Form S-3 (the "Registration Statement") filed by The AES Corporation (the
"Company") with the Securities and Exchange Commission pursuant to the
Securities Act of 1933, as amended, for the registration of the sale by the
Company of $65,900,000 aggregate principal amount of common stock, par value
$0.01 per share, (the "Common Stock") of the Company. The Common Stock is being
issued as part of the merger consideration in connection with the Agreement and
Plan of Merger, dated as of September 19, 2000 among the Company, AES Colombia
I, Inc. and KMR Power Corporation (the "Merger Agreement") and the Severance and
Consulting Agreement, dated as of September 19, 2000 between George M. Kappaz
and the Company (the "Consulting Agreement").
We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.
On the basis of the foregoing, we are of the opinion that:
The Common Stock to be issued to KMR Power Corporation's stockholders
as part of the merger consideration pursuant to the Merger Agreement and to
George M. Kappaz pursuant to the Consulting Agreement has been duly authorized
and reserved and when issued and delivered in accordance with the terms of the
Merger Agreement and the Consulting Agreement, as applicable, will have been
validly issued and will be fully paid and nonassessable.
We are members of the Bar of the State of New York and the foregoing
opinion is limited to the laws of the State of New York, the federal laws of the
United States of America and the general corporation law of the State of
Delaware.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under the
caption "Legal Matters" in the prospectus.
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This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.
Very truly yours,
Chadbourne & Parke, LLP
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