DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
212-450-4000
FAX: 212-450-4800
WRITER'S DIRECT DIAL:
212-450-4000
June 14, 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 (File No. 333-38924) (the "Registration Statement") filed by The
AES Corporation, a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), for the registration of the sale by
the Company from time to time of up to 4,500,000 shares of common stock, par
value $0.01 per share, (the "Common Stock") of the Company.
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.
Based upon the foregoing, we are of the opinion that, 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 sales agency or other agreement, such shares of
Common Stock will be validly issued, fully paid and non-assessable.
In connection with the foregoing opinion, we have assumed that, at or
prior to the time of the delivery of the Common Stock, (i) the Board of
Directors shall have duly authorized the issuance and sale of the Common Stock
and such
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The AES Corporation 2 June 14, 2000
authorization shall not have been modified or rescinded; (ii) the Registration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have been terminated or rescinded; and (iii) there shall not have occurred any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 the Common Stock. We
have also assumed that neither the issuance and delivery of the Common Stock
nor the compliance by the Company with the terms of the Common Stock 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.
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 prospectuses that form part of the
Registration Statement.
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
