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                      [Chadbourne & Parke LLP Letterhead]
                                                                     Exhibit 8.1



                               September 30, 1999

AES Eastern Energy, L.P.
1001 North 19th Street
Arlington, Virginia 22209

Ladies and Gentlemen:
                  We are acting as legal counsel to AES Eastern Energy, L.P.
(the "Company"), a limited partnership organized under the laws of the State of
Delaware, in connection with the offer to exchange (the "Exchange Offer") new
pass through trust certificates Series 1999-A and new pass through trust
certificates Series 1999-B (collectively, "New Pass Through Trust Certificates")
for an equal principal amount of its existing pass through trust certificates
Series 1999-A and its existing pass through trust certificates Series 1999-B,
and in connection with the preparation of the prospectus (the "Prospectus")
contained in the registration statement on Form S-4 (the "Registration
Statement") filed with the Securities and Exchange Commission by the Company for
the purpose of registering the New Pass Through Trust Certificates under the
Securities Act of 1933, as amended. Unless otherwise defined herein, terms
defined in the Prospectus are used herein as defined therein.

                  In rendering our opinion expressed below, we have assumed that
all of the transactions contemplated by the Exchange Offer and described in the
Registration Statement did, in fact, occur in accordance with the terms and
descriptions thereof.

                  Based upon the foregoing, and subject to the assumptions and
other limitations set forth in the discussion in the Registration Statement
under the caption "U.S. Federal Income Tax Consequences," it is our opinion
that, although such discussion does not address all of the tax consequences of
the Exchange Offer or of owning and disposing of the New Pass Through Trust
Certificates, it does address the material U.S. federal income tax consequences
(other than those consequences that may be material to an investor based on its
particular tax situation)
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AES Eastern Energy, L.P.                                      September 30, 1999



and insofar as it describes statements of law or legal conclusions for holders,
it is accurate in all material respects.

                  We express no opinion as to any matter other than the opinion
set forth above. Our opinion is based on the Internal Revenue Code of 1986, as
amended, Treasury regulations promulgated thereunder, and administrative and
judicial interpretations thereof, all as in effect on the date hereof. The
conclusions reached in this opinion may change as a result of changes in any of
the foregoing.

                  We hereby consent the use of our name under the captions "U.S.
Federal Income Tax Consequences" and "Legal Matters" in the Prospectus forming
part of the Registration Statement and to the filing of this opinion as an
exhibit to the Registration Statement.


                                                          Very truly yours,

                                                          Chadbourne & Parke LLP

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