EXHIBIT 5.2
[LETTERHEAD OF RICHARDS, LAYTON & FINGER]
March 26, 1998
AES Trust II
c/o The AES Corporation
1001 North 19th Street
Arlington, Virginia 22209
Re: AES Trust II
Ladies and Gentlemen:
We have acted as special Delaware counsel for The AES Corporation, a
Delawere corporation ("AES"), and AES Trust II, a Delaware business trust (the
"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, 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, as amended and restated by an Amended
and Restated Certificate of Trust of the Trust, dated as of December 5, 1996,
as filed with the Secretary of State on December 6, 1996, and as restated by a
Restated Certificate of Trust of the Trust, dated as of March 26, 1997, (the
"Certificate of Trust"), as filed with the Secretary of State on March 27, 1997;
(b) The Declaration of Trust of the Trust, dated as of November 1,
1996, between AES and the trustees of Trust I named therein;
(c) The Amended and Restated Declaration of Trust of the Trust, dated
as of October 29, 1997, among 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) (the "Declaration");
(d) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus (the "Prospectus"), relating to the
$2.75 Term Convertible Securities, Series B of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Preferred
Security" and collectively, the "Preferred Securities"),
AES Trust II
March 26, 1998
Page 2
filed by AES and the Trust with the Securities and Exchange Commission on or
about March 27, 1998; and
(e) A Certificate of Good Standing for the Trust, dated March 26, 1998,
obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are
used as defined in the Declaration.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) 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 the Declaration
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 Trust, and that the Declaration and the Certificate 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 Certificate for
such Preferred Security and the payment for such Preferred Security, in
accordance with the Declaration and the Registration Statement, and (vii) that
the Preferred Securities are issued and sol to the Preferred Security Holders in
accordance with the Declaration and the Registration Statement. We have not
participated in the preparation of the Registration Statement and assume no
responsibility for its contents.
AES Trust II
March 26, 1998
Page 3
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. The Trust has been duly created and is validly existing in good
standing as a business trust under the Business Trust Act.
2. The Preferred Securities 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 Trust.
3. The Preferred Security Holders, as beneficial owners of the 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 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 Declaration, and (iii) undertake as a party
litigant to pay costs in any suit for the enforcement of any right or remedy
under the Declaration or against the Property Trustee, to the extent provided in
the 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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CDK