Exhibit 5.2



[Commonwealth of Puerto Rico -- Treasury Letterhead]


Francisco Fernandez, Esq.
Fernandez Collins & Rivero-Vergne
PO Box 9023905
San Juan, Puerto Rico 00902-3905

Dear Mr. Fernandez:

AES PUERTO RICO LP RETIREMENT PLAN (SECTION 1165(e))

In regard to your letter of September 27, 2001, you are informed that this
Department has no objection to the participation of the referred pension plan in
the Pension Administrators Group, Inc. Prototype Defined Contribution Retirement
Plan Program (Pension Group Program) to be effective as of January 1, 2001.

Such participation will not affect in any way the ruling issued on behalf of the
Pension Group Program on April 24, 1998. The terms of such opinion are
applicable to AES Puerto Rico LP Retirement Plan (66-0547978).

The trust established thereunder will be entitled to exemption from local income
taxes under the Puerto Rico Internal Revenue Code of 1994, as amended (Code).
According to Article 1165-1(b)(3) of the Regulations under the Code "The law is
concerned not so much with the form of any plan as it is with its effect in
operation."

No opinion is expressed as to the tax treatment of the above transactions under
any other provision of the Code and the Regulations that may also be applicable
thereto, or to the tax treatment of any condition existing at the time of the
transactions, or any effect resulting therefrom, that is not specifically
covered by this ruling. The opinion expressed herein shall be valid only upon
the continued existence of the facts as submitted for our consideration.


Cordially,

/s/ Carmen Colon Calderin
--------------------------------
Carmen Colon Calderin, Chief
Pension Plan Section