Exhibit 5.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
212-450-4000
June 1, 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 from time to time of up to $4,000,000,000 aggregate principal amount of
(i) senior debt securities, senior subordinated debt securities and junior
subordinated debt trust securities (the "Junior Subordinated Debt Trust
Securities") issued directly or to a Trust referred to below (collectively, the
"Debt Securities"), (ii) preferred stock, no par value, (the "Preferred Stock")
of the Company, (iii) common stock, par value $0.01 per share, (the "Common
Stock") of the Company, (iv) preferred securities (the "Preferred Securities")
of AES Trust IV, AES Trust V, AES Trust VI, AES Trust VIII and AES Trust IX,
each a statutory business trust created under the Business Trust Act of the
State of Delaware (each, a "Trust" and, collectively, the "Trusts"), (v)
guarantees of the Preferred Securities by the Company (the "Guarantees"), (vi)
stock purchase contracts to purchase Common Stock (the "Stock Purchase
Contracts"), (vii) stock purchase units, each representing ownership of a Stock
Purchase Contract and Debt Securities or debt obligations of third parties (the
"Stock Purchase Units") and (viii) debt securities warrants, preferred stock
warrants and common stock warrants (the "Warrants"). The senior Debt Securities
are to be issued pursuant to an indenture (the "Senior Debt Indenture") between
the Company and Bank One, National Association (formerly known as The First
National Bank of Chicago), as trustee, or the Bank of New York, as trustee. The
senior
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The AES Corporation 2 June 1, 2000
subordinated Debt Securities are to be issued pursuant to an Indenture (the
"Senior Subordinated Debt Indenture") between the Company and Bank One,
National Association (formerly known as The First National Bank of Chicago), as
trustee, or the Bank of New York, as trustee. The junior subordinated Debt
Securities are to be issued pursuant to an Indenture (the "Junior Subordinated
Debt Indenture") between the Company and Bank One, National Association
(formerly known as The First National Bank of Chicago), as trustee, or the Bank
of New York, as trustee. The Junior Subordinated Debt Trust Securities are to
be issued pursuant to an indenture (the "Junior Subordinated Debt Trust
Indenture") between the Company and Bank One, National Association (formerly
known as The First National Bank of Chicago), as trustee, or the Bank of New
York, as trustee. Bank One, National Association (formerly known as The First
National Bank of Chicago) and the Bank of New York in their capacity as trustee
under the Senior Debt Indenture, the Senior Subordinated Debt Indenture, the
Junior Subordinated Debt Indenture and the Junior Subordinated Debt Trust
Indenture are referred to herein as the "Trustee" and the Senior Debt
Indenture, Senior Subordinated Debt Indenture, Junior Subordinated Debt
Indenture and the Junior Subordinated Debt Trust Indenture are referred to
herein collectively as the "Indentures".
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:
1. When the Indentures and any supplemental indenture to be entered
into in connection with the issuance of any Debt Security have been duly
authorized, executed and delivered by the Trustee and the Company, the specific
terms of a particular Debt Security have been duly authorized and established
in accordance with the applicable Indenture and such Debt Security has been
duly authorized, executed, authenticated, issued and delivered in accordance
with the applicable Indenture and the applicable underwriting or other
agreement, such Debt Security will constitute a valid and binding obligation of
the Company, enforceable in accordance with its terms, except as (a) the
enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable
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The AES Corporation 3 June 1, 2000
remedies may be limited by equitable principles of general applicability
(regardless of whether considered in a proceeding at law or in equity).
2. Upon designation of the relative rights, preferences and
limitations of any series of Preferred Stock by the Board of Directors of the
Company and the proper filing with the Secretary of State of the State of
Delaware of a Certificate of Designation relating to such series of Preferred
Stock, all necessary corporate action on the part of the Company will have been
taken to authorize the issuance and sale of such series of Preferred Stock
proposed to be sold by the Company, and when such shares of Preferred Stock are
issued and delivered in accordance with the applicable underwriting or other
agreement, such shares of Preferred Stock will be validly issued, fully paid
and non-assessable, enforceable in accordance with their terms, except as (a)
the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
3. When necessary corporate action on the part of the Company has
been taken to authorize the issuance and sale of such shares of Common Stock
proposed to be sold by the Company, and when such shares of Common Stock are
issued and delivered in accordance with the applicable underwriting or other
agreement, such shares of Common Stock will be validly issued, fully paid and
non-assessable.
4. When the Guarantees have been duly authorized by the Company, the
applicable Guarantee Agreement has been duly executed and delivered and the
Preferred Securities have been duly issued and delivered by the applicable
Trust as contemplated by the Registration Statement and any prospectus
supplement relating thereto, the Guarantees will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as (a) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
5. When the Stock Purchase Units and Stock Purchase Contracts have
been duly authorized by the Company, the applicable Purchase Contract
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The AES Corporation 4 June 1, 2000
Agreement and Pledge Agreement have been duly executed and delivered, the Stock
Purchase Units and Stock Purchase Contracts will constitute valid and binding
obligations of the Company, enforceable in accordance with their terms, except
as (a) the enforceability thereof may be limited by bankruptcy, insolvency,
reorganization, fraudulent transfer, moratorium or similar laws now or
hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
6. When the Warrants have been duly authorized by the Company and
the applicable Warrant Agreement and the applicable Warrant Certificate have
been duly executed and delivered, the Warrants will constitute valid and
binding obligations of the Company, enforceable in accordance with their terms,
except as (a) the enforceability thereof may be limited by bankruptcy,
insolvency, reorganization, fraudulent transfer, moratorium or similar laws now
or hereinafter in effect relating to or affecting the enforcement of creditors'
rights generally and (b) the availability of equitable remedies may be limited
by equitable principles of general applicability (regardless of whether
considered in a proceeding at law or in equity).
In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such security, (i) the Board of
Directors shall have duly established the terms of such security and duly
authorized the issuance and sale of such security and such authorization shall
not have been modified or rescinded; (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated
or rescinded; and (iii) there shall not have occurred any change in law
affecting the validity or enforceability of such security. We have also assumed
that none of the terms of any security to be established subsequent to the date
hereof, nor the issuance and delivery of such security, nor the compliance by
the Company with the terms of such security will violate any applicable law or
will result in a violation of any provision of any instrument or agreement then
binding upon the Company, or any restriction imposed by any court or
governmental body having jurisdiction over the Company.
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.
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The AES Corporation 5 June 1, 2000
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
