EXHIBIT 5.1
[Davis Polk & Wardwell Letterhead]
November 27, 1996
The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Ladies and Gentlemen:
We have acted as counsel in connection with the Company's
Registration Statement on Form S-3 (the "Registration Statement") filed with
the Securities and Exchange Commission pursuant to the Securities Act of 1933,
as amended, for the registration of the sale by the AES Corporation (the
"Company") from time to time of up to $750,000,000 aggregate principal amount
of senior debt securities, senior subordinated debt securities and junior
subordinated debt securities (collectively, the "Debt Securities"),
preferred stock, no par value, (the "Preferred Stock") of the Company,
common stock, par value $0.01 per share, (the "Common Stock") of the Company
and preferred securities (the "Preferred Securities") of AES Trust I, AES
Trust II and AES Trust III, each a statutory business trust created under the
Business Trust Act of the State of Delaware (each, a "Trust" and,
collectively, the "Trusts") and guarantees of the Preferred Securities by the
Company (the "Guarantees") and stock purchase contracts to purchase Common
Stock (the "Stock Purchase Contracts") and stock purchase units, each
representing ownership of a Stock Purchase Contract and Debt Securities or
debt obligations of third parties (the "Stock Purchase Units"). The senior
Debt Securities are to be issued pursuant to an Indenture (the "Senior Debt
Indenture") between the Company and The First National Bank of Chicago, as
trustee. The senior subordinated Debt Securities are to be issued pursuant to
an Indenture dated as of July 1, 1996 (the "Senior Subordinated Debt
Indenture") between the Company and The First National Bank of Chicago, as
trustee. The junior subordinated Debt Securities are to be issued pursuant to
an Indenture (the "Junior Subordinated Debt Indenture") between the Company
and The First National Bank of Chicago, as trustee. The First National Bank
of Chicago in its capacity as trustee under the Senior Indenture, the
Subordinated Indenture and the Junior Subordinated Indenture is referred to
herein as the "Trustee" and the Senior Indenture, Subordinated Indenture and
Junior Subordinated 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 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 all 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 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).
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.
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
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Davis Polk & Wardwell