[AES CORPORATION LETTERHEAD]



                                        April 10, 2001



Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC  20549

          Re:  Application of The AES Corporation, Dennis W. Bakke and Roger
               W. Sant on Form U-1 under the Public Utility Holding Company Act
               of 1935 (File No. 70-9779)

Ladies and Gentlemen:

          This opinion is furnished to the Securities and Exchange Commission
(the "Commission") in connection with the filing with the Commission of the
application (the "Application") on Form U-1 (File No. 70-9779) of The AES
Corporation ("AES"), Dennis W. Bakke, and Roger W. Sant under the Public Utility
Holding Company Act of 1935, as amended (the "Act"). The Application requested
that the Commission issue an order (i) authorizing AES to acquire all of the
equity securities of IPALCO Enterprises, Inc. ("IPALCO," and the acquisition of
IPALCO's equity securities by AES, the "Transaction") and (ii) determining that
following the Transaction, AES and each of its subsidiaries will continue to be
exempt from the provisions of the Act, other than Sections 9(a)(2) and 10, under
Section 3(a)(5). The Commission issued an order on March 23, 2001 approving the
Transaction (HCAR No. 27363).

          I am Associate General Counsel for AES and am familiar with the
Transaction. In connection with this opinion, I have examined the Articles of
Incorporation of AES, the By-Laws of AES, and such other documents, certificates
and corporate records, and such matters of law, as I have deemed necessary for
the purpose of rendering this opinion.

          The opinions expressed below with respect to the Transaction are
subject to and rely upon the following assumptions and conditions:

          a.   The Transaction was duly authorized and approved, to the extent
               required by the governing corporate documents and applicable
               state laws, by the shareholders of AES and IPALCO.

          b.   All required approvals, authorizations, consents, certificates,
               rulings, and orders of, and all filings and registrations with,
               all applicable federal and state commissions and regulatory
               authorities with respect to the Transaction were obtained or
               made, as the case may be, and had become final and unconditional
               in all respects and remained in effect, and the Transaction was
               accomplished in accordance with all such approvals,
               authorizations, consents, certificates, orders, filings, and
               registrations.

          c.   The Commission duly entered an appropriate order or orders with
               respect to the Transaction granting and permitting the
               Application to become effective under the Act and the rules and
               regulations thereunder.

          d.   All corporate formalities required by the laws of the state of
               Delaware for the consummation of the Transaction were taken, and
               the Transaction became effective in accordance with the laws of
               the state of Delaware.

          e.   AES and IPALCO obtained all consents, waivers and releases, if
               any, required for the Transaction under all applicable governing
               corporate documents, contracts, agreements, debt instruments,
               indentures, franchises, licenses, and permits.

          f.   The representations and warranties of AES and IPALCO set forth in
               the Agreement and Plan of Share Exchange dated as of July 15,
               2000, between AES and IPALCO ("Share Exchange Agreement") were
               true and correct on the date the Transaction was consummated, and
               AES and IPALCO complied with all applicable covenants and
               conditions set forth in the Share Exchange Agreement.

          Based upon the foregoing, and subject to the assumptions and
conditions set forth herein, I am of the opinion that:

          1.   AES is a corporation validly organized and existing under the
               laws of the State of Delaware.

          2.   AES lawfully acquired the stock of IPALCO.

          3.   The shares of AES common stock issued in conjunction with the
               Transaction are validly issued, fully paid and nonassessable and
               the holders thereof are entitled to the rights and privileges
               appertaining thereto set forth in the Articles of Incorporation
               of AES.

          I am a member of the Commonwealth of Virginia bar and do not hold
myself out as an expert on the laws of any other state.

          I hereby consent to the filing of this opinion as an exhibit to the
Application.

                                        Very truly yours,



                                        /s/  Joseph C. Brandt
                                        ----------------------------------------
                                             Joseph C. Brandt
                                             Associate General Counsel