EXHIBIT 5.2
[RICHARDS, LAYTON & FINGER LETTERHEAD]
November 19, 1997
AES Trust III
AES Trust IV
AES Trust V
c/o The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Re: AES Trust III, AES Trust IV and AES Trust V
Ladies and Gentlemen:
We have acted as special Delaware counsel for The AES
Corporation, a Delaware corporation ("AES"), AES Trust III, a Delaware business
trust ("Trust III"), AES Trust IV, a Delaware business trust ("Trust IV"), and
AES Trust V, a Delaware business trust ("Trust V")(Trust III, Trust IV and Trust
V 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 III, dated as of
November 13, 1996, as filed with the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on November 14, 1996;
AES Trust III
AES Trust IV
AES Trust V
November 19, 1997
Page 2
(b) The Certificate of Trust of Trust IV, dated as of November
5, 1997, as filed with the Secretary of State on November 5, 1997;
(c) The Certificate of Trust of Trust V, dated as of November
5, 1997, as filed with the Secretary of State on November 5, 1997;
(d) The Declaration of Trust of Trust III, dated as of
November 13, 1996, between AES and the trustees of Trust III named therein;
(e) The Declaration of Trust of Trust IV, dated as of November
5, 1997, between AES and the trustees of Trust IV named therein;
(f) The Declaration of Trust of Trust V, dated as of November
5, 1997, between AES and the trustees of Trust V 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 19, 1997;
(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 19, 1997, 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
AES Trust III
AES Trust IV
AES Trust V
November 19, 1997
Page 3
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:
AES Trust III
AES Trust IV
AES Trust V
November 19, 1997
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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
CDK