Exhibit 5






                                          October 18, 2002


Southwestern Electric Power Company
1 Riverside Plaza
Columbus, Ohio  43215

Ladies and Gentlemen:

           We have acted as counsel to Southwestern Electric Power Company, a
Delaware corporation (the "Company"), in connection with the Registration
Statement on Form S-3 (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 Unsecured Notes (the "Unsecured
Notes")to be issued under an Indenture, dated as of February 25, 2000 (the
"Indenture"), between the Company and The Bank of New York, as Trustee (the
"Trustee"). The Unsecured Notes may be issued and sold or delivered from time
to time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus and pursuant to Rule 415 under the Act under the Act for an
aggregate initial offering price not to exceed $350,000,000.

           We have examined the Registration Statement and the Indenture which
has been filed with the Commission as an exhibit 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.

           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 Indenture is a valid and legally
binding obligation of the Trustee; and (2) the Company is validly existing under
the laws of Delaware.

           We have assumed further that (1) the Company has duly authorized,
executed and delivered the Indenture and (2) execution, delivery and performance
by the Company of the Indenture and the Unsecured Notes do not and will not
violate any other applicable laws (excepting the laws of the State of New York,
the Federal laws of the United States and the Delaware General Corporation Law).

           Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that: assuming (a) the taking
of all necessary corporate action to approve the issuance and terms of the
Unsecured Notes, the terms of the offering thereof and related matters by the
Board of Directors of the Company, a duly constituted and acting committee of
such Board or duly authorized officers of the Company (such Board of Directors,
committee or authorized officers being referred to herein as the "Board") and
(b) the due execution, authentication, issuance and delivery of such Unsecured
Notes, upon payment of the consideration therefore provided for in the
applicable definitive purchase, underwriting or similar agreement approved by
the Board and otherwise in accordance with the provisions of the Indenture and
such agreement, such Unsecured Notes will constitute valid and legally binding
obligations of the Company enforceable against the Company in accordance with
their terms, 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, the Federal law of the United States and the Delaware General
Corporation Law.

           We hereby consent to the filing of this opinion letter as Exhibit 5
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,

                               /s/ Simpson Thacher & Bartlett

                               SIMPSON THACHER & BARTLETT