Exhibit 5.1

                              DAVIS POLK & WARDWELL
                              450 Lexington Avenue
                              New York, N.Y. 10017


                                                  July 26, 1999




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 (the "Registration Statement") filed by The AES
Corporation (the "Company") with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended, for the registration of
the sale by the Company of $45,983,125 aggregate principal amount of common
stock, par value $0.01 per share, (the "Common Stock") of the Company. The
Common Stock was originally sold as part of the merger consideration in
connection with the Agreement and Plan of Merger dated as of June 17, 1999
among the Company, NV Acquisition Corporation and New Energy Ventures, Inc.
(the "Merger Agreement").

        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:

        The Common Stock, to be issued to New Energy Ventures, Inc.'s
stockholders as part of the merger consideration pursuant to the Merger
Agreement has been duly authorized and reserved and when issued and delivered in
accordance with the terms of the Merger Agreement, will have been validly issued
and will be fully paid and nonassessable.





The AES Corporation                    2                          July 26, 1999

        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