DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
212-450-4000
August 30, 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 $2,999,997.81 aggregate principal amount of common stock, par value
$0.01 per share, (the "Common Stock") of the Company. The Common Stock was
originally sold as part of the investment consideration in connection with the
Preferred Stock Purchase Agreement dated as of August 17, 2000 among the
Company, AES Teleinvest, LLC, ibrite, Inc. and certain investors described
therein (the "Purchase 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, issued to ibrite, Inc. as part of the investment
consideration pursuant to the Purchase Agreement has been duly authorized,
validly issued and delivered in accordance with the terms of the Purchase
Agreement, fully paid and nonassessable.
<PAGE>
The AES Corporation 2 August 30, 2000
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.
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,
/S/ DAVIS POLK & WARDWELL
