Exhibit 5.a.1


                                  June 11, 2002


American Electric Power Company, Inc.
1 Riverside Plaza
Columbus, Ohio 43215

Ladies and Gentlemen:

          We have acted as counsel to American Electric Power Company, Inc. a
New York corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (Registration No. 333-86050), as amended by Amendment No.
1 thereto (the "Registration Statement") filed by the Company with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act"), relating to (i) 16,000,000 shares of Common
Stock of the Company, par value $6.50 per share (the "Common Stock") and (ii)
6,000,000 9.25% Equity Units of the Company, consisting of (a) a Forward
Purchase Contract (the "Forward Purchase Contracts") and (b) a 5.75% Senior Note
(the "Senior Notes").

          The Senior Notes were issued under an Indenture dated as of May 1,
2001, as amended and supplemented by a Third Supplemental Indenture dated as of
June 11, 2002 (the "Senior Indenture") between the Company and The Bank of New
York, as Trustee (the "Senior Trustee"). The Forward Purchase Contracts were
issued pursuant to a Forward Purchase Contract Agreement (the "Forward Purchase
Contract Agreement") dated as June 11, 2002 between the Company and The Bank of
New York, as Forward Purchase Contract Agent (the "Forward Purchase Contract
Agent").

          We have examined the Registration Statement, a form of the share
certificate, the Senior Indenture and the Forward Purchase Contract Agreement,
which have been filed with the Commission as exhibits to the Registration
Statement. We also have examined the originals, or duplicates or certified or
conformed copies, of such records, agreements, instruments and other documents
and have made such other and further investigations as we have deemed relevant
and necessary in connection with the opinions expressed herein. As to questions
of fact material to this opinion, we have relied upon certificates of public
officials and of officers and representatives of the Company.



                                                                               2

          In rendering the opinions set forth below, we have assumed the
genuineness of all signatures, the legal capacity of natural persons, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as duplicates or certified
or conformed copies, and the authenticity of the originals of such latter
documents. We also have assumed that: (1) the Senior Indenture is the valid and
legally binding obligation of the Senior Trustee and (2) the Forward Purchase
Contract Agreement is the valid and legally binding obligation of the Forward
Purchase Contract Agent.

          Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:

          1. The Common Stock is validly issued, fully paid and nonassessable.

          2. Assuming the due authentication thereof by the Senior Trustee, the
Senior Notes constitute valid and legally binding obligations of the Company
enforceable against the Company in accordance with their terms.

          3. Assuming the due authentication thereof by the Forward Purchase
Contract Agent, the Forward Purchase Contracts constitute valid and legally
binding obligations of the Company enforceable against the Company in accordance
with their terms.

          Our opinions set forth in paragraph 2 and 3 above are subject to the
effects of (i) bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and other similar laws relating to or affecting creditors' rights
generally, (ii) general equitable principles (whether considered in a proceeding
in equity or at law) and (iii) an implied covenant of good faith and fair
dealing.

          We are members of the Bar of the State of New York, and we do not
express any opinion herein concerning any law other than the law of the State of
New York and the Federal law of the United States.

          We hereby consent to the filing of this opinion letter as Exhibit
5.a.1 to the Registration Statement and to the use of our name under the
caption "Legal Opinions" in the Prospectus included in the Registration
Statement.

                                            Very truly yours

                                            SIMPSON THACHER & BARTLETT