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                                                                       Exhibit 5

                     [Letterhead of Chadbourne & Parke LLP]

                                                             

                                             February 27, 1997

The AES Corporation
1001 North 19th Street
Arlington, Virginia  22209

         Re:      Registration Statement on Form S-4

Dear Sirs:

                  We have acted as counsel to The AES Corporation, a Delaware
corporation (the "Company"), in connection with the filing by the Company of a
Registration Statement on Form S-4 (the "Registration Statement") with the
Securities and Exchange Commission, covering up to 2,548,693 shares (the
"Shares") of common stock, par value $.01 per share, of the Company to be
issued and sold pursuant to the Amended and Restated Amalgamation Agreement
dated as of November 12, 1996 (the "Amalgamation Agreement") by and among the
Company, AES China Generating Co. Ltd., a Bermuda company ("AES Chigen"), and
AES Acquisition Co. Ltd., a Bermuda company ("AES Sub").

                  In rendering this opinion, we have examined the Company's
Certificate of Incorporation and By-laws, each as amended to date, minutes of
proceedings and consents of the Board of Directors of the Company, the form of
Company
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The AES Corporation                     -2-                   February 27, 1997





common stock certificate, and originals or copies of such documents,
instruments, records, and certificates of public officials and officers of the
Company as we have deemed necessary. In connection with such examination, we
have assumed the genuineness of all signatures and the authenticity of all
documents submitted to us as copies, and we have also made such other
investigations of fact and law as we have deemed relevant in connection with the
opinion set forth below. In rendering this opinion, we have relied upon the
accuracy of the certificates, documents, instruments, certificates, and records
we have examined as to the matters of fact covered thereby.

                  Based on the foregoing, we are of the opinion that, when the
Registration Statement becomes effective, the Shares, when issued in accordance
with the terms of the Amalgamation Agreement, will be duly and validly issued,
fully-paid and non-assessable.

                  We hereby consent to the use of our name in the Registration
Statement under the caption "Legal Matters" and we also hereby consent to the
filing of this opinion as an exhibit to the Registration Statement.

                                                     Sincerely,

                                                     CHADBOURNE & PARKE LLP
