Exhibit 5.2
[Richards, Layton & Finger, PA Letterhead]
July 2, 2001
AES Trust IV
AES Trust V
AES Trust VI
AES Trust VIII
AES Trust IX
c/o The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Re: AES Trust IV, AES Trust V, AES Trust VI,
AES Trust VIII and AES Trust IX
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Ladies and Gentlemen:
We have acted as special Delaware counsel for The AES Corporation, a
Delaware corporation ("AES"), AES Trust IV, a Delaware business trust ("Trust
IV"), AES Trust V, a Delaware business trust ("Trust V"), and AES Trust VI, a
Delaware business trust ("Trust VI"), AES Trust VIII, a Delaware business trust
("Trust VIII"), and AES Trust IX, a Delaware business trust ("Trust IX")(Trust
IV, Trust V, Trust VI, Trust VIII and Trust IX are hereinafter collectively
referred to as the "Trusts" and sometimes hereinafter individually referred to
as a "Trust"), in connection with the matters set forth herein. At your
request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of Trust IV, dated as of November 5, 1997, as
filed with the Secretary of State on November 5, 1997;
(b) The Certificate of Trust of Trust V, dated as of November 5, 1997, as
filed with the Secretary of State on November 5, 1997;
(c) The Certificate of Trust of Trust VI, dated as of November 5, 1997, as
filed with the Secretary of State on November 5, 1997;
(d) The Certificate of Trust of Trust VIII, dated as of May 24, 2000, as
filed with the Secretary of State on May 24, 2000;
(e) The Certificate of Trust of Trust IX, dated as of May 24, 2000, as
filed with the Secretary of State on May 24, 2000;
(f) The Declaration of Trust of Trust IV, dated as of November 5, 1997,
between AES and the trustees of Trust IV named therein;
(g) The Declaration of Trust of Trust V, dated as of November 5, 1997,
between AES and the trustees of Trust V named therein;
(h) The Declaration of Trust of Trust VI, dated as of November 5, 1997,
between AES and the trustees of Trust VI named therein;
(i) The Declaration of Trust of Trust VIII, dated as of May 24, 2000,
between AES and the trustees of Trust VIII named therein;
(j) The Declaration of Trust of Trust IX, dated as of May 24, 2000,
between AES and the trustees of Trust IX named therein;
(k) The Registration Statement (the "Registration Statement") on Form S-3,
including a preliminary prospectus (the "Prospectus"), relating to the
Preferred Securities of the Trusts representing preferred undivided beneficial
interests in the assets of the Trusts (each, a "Preferred Security" and
collectively, the "Preferred Securities"), filed by AES and the Trusts with the
Securities and Exchange Commission ("SEC") on or about July 2, 2001;
(l) A form of Amended and Restated Declaration of Trust for each of the
Trusts, to be entered into between AES, the trustees of the Trust named
therein, and the holders, from time to time, of the undivided beneficial
interests in the assets of the Trust (including the exhibits thereto)
(collectively, the "Declarations" and individually, a "Declaration"), attached
as an exhibit to the Registration Statement; and
(m) A Certificate of Good Standing for each of the Trusts, dated July 2,
2001, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Declarations.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (m) above. In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (m) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent
with the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the
Declarations constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Declarations
and the Certificates of Trust are in full force and effect and have not been
amended, (ii) except to the extent provided in paragraph 1 below, the due
organization or due formation, as the case may be, and valid existence in good
standing of each party to the documents examined by us under the laws of the
jurisdiction governing its organization or formation, (iii) the legal capacity
of natural persons who are parties to the documents examined by us, (iv) that
each of the parties to the documents examined by us has the power and authority
to execute and deliver, and to perform its obligations under, such documents,
(v) the due authorization, execution and delivery by all parties thereto of all
documents examined by us, (vi) the receipt by each Person to whom a Preferred
Security is to be issued by the Trusts (collectively, the "Preferred Security
Holders") of a Preferred Security Certificate for such Preferred Security and
the payment for such Preferred Security, in accordance with the Declarations
and the Registration Statement, and (vii) that the Preferred Securities are
issued and sold to the Preferred Security Holders in accordance with the
Declarations and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered only
with respect to Delaware laws and rules, regulations and orders thereunder
which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.
2. The Preferred Securities of each Trust will represent valid and,
subject to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of the applicable
Trust.
3. The Preferred Security Holders, as beneficial owners of the applicable
Trust, will be entitled to the same limitation of personal liability extended
to stockholders of
private corporations for profit organized under the General Corporation Law of
the State of Delaware. We note that the Preferred Security Holders may be
obligated pursuant to the applicable Declaration, to (i) provide indemnity and
security in connection with and pay taxes or governmental charges arising from
transfers of Preferred Security Certificates and the issuance of replacement
Preferred Security Certificates, (ii) provide security and indemnity in
connection with requests of or directions to the Property Trustee to exercise
its rights and remedies under the applicable Declaration, and (iii) undertake
as a party litigant to pay costs in any suit for the enforcement of any right
or remedy under the applicable Declaration or against the Property Trustee, to
the extent provided in the applicable Declaration.
We consent to the filing of this opinion with the SEC as an exhibit to the
Registration Statement. We hereby consent to the use of our name under the
heading "Legal Matters" in the Prospectus. In giving the foregoing consents, we
do not thereby admit that we come within the category of persons whose consent
is required under Section 7 of the Securities Act of 1933, as amended, or the
rules and regulations of the Securities and Exchange Commission thereunder.
Except as stated above, without our prior written consent, this opinion may not
be furnished or quoted to, or relied upon by, any other person for any purpose.
Very truly yours,
RICHARDS, LAYTON & FINGER PA