EXHIBIT 5.2
Richard, Layton & Finger
One Rodney Square
P.O. Box 551
Wilmington, Delaware 19899
Telephone (302) 658-6541
Telecoppier (302) 658-6549
Writer's Direct Dial Number
November 26, 1996
AES Trust I
AES Trust II
AES Trust III
c/o The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Re: AES Trust I, AES Trust II and AES Trust III
Ladies and Gentlemen:
We have acted as special Delaware counsel for The AES
Corporation, a Delaware corporation ("AES"), AES Trust I, a Delaware business
trust ("Trust I"), AES Trust II, a Delaware business trust ("Trust II"), and
AES Trust III, a Delaware business trust ("Trust III")(Trust I, Trust II and
Trust III 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 I, dated as of November 1,
1996, as filed with the office of the Secretary of State of the State of
Delaware (the "Secretary of State") on November 1, 1996;
(b) The Certificate of Trust of Trust II, dated as of November
1, 1996, as filed with the Secretary of State on November 1, 1996;
(c) The Certificate of Trust of Trust III, dated as of November
13, 1996, as filed with the Secretary of State on November 14, 1996;
(d) The Declaration of Trust of Trust I, dated as of November 1,
1996, between AES and the trustees of Trust I named therein;
(e) The Declaration of Trust of Trust II, dated as of
November 1, 1996, between AES and the trustees of Trust II named therein;
(f) The Declaration of Trust of Trust III, dated as of November
13, 1996, between AES and the trustees of Trust III named therein;
(g) 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 on or about November 27, 1996;
(h) 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
(i) A Certificate of Good Standing for each of the Trusts, dated
November 26, 1996, 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 (i) above.
In particular, we have not reviewed any document (other than the documents
listed in paragraphs (a) through (i) 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 Securities
and Exchange Commission 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,
/s/ Richards, Layton & Finger
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Richards, Layton & Finger