

                                                              June 10, 1997



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

                  Re:      Registration Statement on Form S-8

Dear Sirs:

     We have served 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-8 (the  "Registration  Statement")  with the  Securities and
Exchange  Commission,  covering up to 448,283  shares (the  "Shares")  of common
stock,  par value $.01 per share,  of the Company to be issued and sold pursuant
to the AES China Generating Co. Ltd. Incentive Stock Option Plan (the "Plan").

     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  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,  and records we have examined as to the matters of fact
covered thereby.

     Based on the foregoing,  we are of the opinion that the Shares, when issued
and sold in accordance with the terms of the Plan including, without limitation,
payment of the purchase price therefor,  will be duly and validly issued,  fully
paid and nonassessable.

     We hereby  consent  to the  filing of this  opinion  as an  exhibit  to the
Registration Statement.

                                   Sincerely,

                                   Chadbourne & Parke LLP






