King & Spalding
                      1185 Avenue of the Americas
                        New York, NY 10036-4003
                        Telephone: 212/556-2100


                                        September 22, 1997


Trigen Energy Corporation
One Water Street
White Plains, NY 10601

                         Re:  Form S-8 Registration Statement of
                              Trigen Energy Corporation

Dear Gentlemen:

     We have acted as counsel for Trigen Energy Corporation, a Delaware
corporation ("Trigen"), in connection with the preparation of the Registration
Statement on Form S-8 (the "Registration Statement") filed with the Securities
and Exchange Commission relating to 950,000 shares of common stock, $.01 par
value, of Trigen (the "Shares") that may be offered or sold by Trigen pursuant
to Trigen's 1994 Stock Incentive Plan.  As such counsel, we have examined and
relied upon such records, documents, certificates and other instruments as in
our judgment are necessary or appropriate to form the basis for the opinions
hereinafter set forth.  In all such examinations, we have assumed the
genuineness of signatures on original documents and the conformity to such
original documents of all copies submitted to us as certified, conformed or
photographic copies, and as to certificates of public officials, we have assumed
the same to have been properly given and to be accurate.

     Based upon the foregoing, we are of the opinion that:

     1.   Trigen is incorporated and is validly existing as a corporation in
good standing under the laws of the State of Delaware.

     2.   The Shares have been duly authorized and, when issued and paid for in
accordance with the terms of the Trigen Energy Corporation 1994 Stock Incentive
Plan, as amended, will be validly issued, fully paid and nonassessable.

     We consent to the filing of this opinion as an Exhibit to the Registration
Statement.

                                   Very truly yours,


                                   /s/ King & Spalding