Ipalco Enterprises, Inc. – ‘S-4’ on 4/3/02 – EX-5

On:  Wednesday, 4/3/02   ·   Accession #:  950103-2-333   ·   File #:  333-85438

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Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Registration of Securities Issued in a               140    727K 
                          Business-Combination Transaction                       
 2: EX-1        Underwriting Agreement                                16     87K 
 3: EX-3.1      Articles of Incorporation/Organization or By-Laws     28     97K 
 4: EX-3.2      Articles of Incorporation/Organization or By-Laws     13     53K 
 5: EX-4.1      Instrument Defining the Rights of Security Holders   102    365K 
 6: EX-4.2      Instrument Defining the Rights of Security Holders    29    113K 
 7: EX-4.3      Instrument Defining the Rights of Security Holders   147±   648K 
 8: EX-4.4      Instrument Defining the Rights of Security Holders   295±  1.28M 
 9: EX-4.6      Instrument Defining the Rights of Security Holders     2     15K 
10: EX-5        Opinion re: Legality                                   2     14K 
19: EX-10.09    Material Contract                                      2     17K 
11: EX-10.1     Material Contract                                     89±   293K 
20: EX-10.10    Material Contract                                     67±   268K 
21: EX-10.11    Material Contract                                      8     63K 
23: EX-10.13    Material Contract                                      8±    39K 
24: EX-10.14    Material Contract                                      4±    25K 
25: EX-10.15    Material Contract                                      8±    39K 
26: EX-10.16    Material Contract                                      6±    27K 
12: EX-10.2     Material Contract                                     55±   200K 
13: EX-10.3     Material Contract                                    116±   276K 
14: EX-10.4     Material Contract                                     67±   228K 
15: EX-10.5     Material Contract                                     13±    70K 
16: EX-10.6     Material Contract                                     63±   261K 
17: EX-10.7     Material Contract                                     11±    49K 
18: EX-10.8     Material Contract                                      8±    38K 
22: EX-11.12    Statement re: Computation of Earnings Per Share       58    225K 
27: EX-12       Statement re: Computation of Ratios                    1     11K 
28: EX-21       Subsidiaries of the Registrant                         1     11K 
29: EX-23.2     Consent of Experts or Counsel                          1     11K 
30: EX-25       Statement re: Eligibility of Trustee                  26    100K 
31: EX-99.1     Miscellaneous Exhibit                                 12     52K 
32: EX-99.2     Miscellaneous Exhibit                                  3     16K 
33: EX-99.3     Miscellaneous Exhibit                                  2     13K 
34: EX-99.4     Miscellaneous Exhibit                                  2     14K 
35: EX-99.5     Miscellaneous Exhibit                                  3     13K 

EX-5   —   Opinion re: Legality

EX-5
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                                                                     Exhibit 5

212-450-4000

                                                 April 2, 2002

IPALCO ENTERPRISES, INC.                                                        
One Monument Circle                                                             
Indianapolis, IN 46204                                                          

Ladies and Gentlemen:                                                           

  We have acted as special counsel to IPALCO Enterprises, Inc., an Indiana
corporation (the "Company"), in connection with the Company's offer (the        
"Exchange Offer") to exchange its 7.375% Senior Secured Notes due 2008 (the     
"New 2008 Notes") for any and all of its outstanding 7.375% Senior Secured      
Notes due 2008 (the "Old 2008 Notes") and to exchange its 7.625% Senior Secured 
Notes due 2011 (the "New 2011 Notes" and, together with the New 2008 Notes, the 
"New Notes") for any and all of its outstanding 7.625% Senior Secured Notes due 
2011 (the "Old 2011 Notes" and, together with the Old 2008 Notes, the "Old      
Notes").                                                                        

    We have examined originals or copies, certified or otherwise identified to
our satisfaction, of such documents, corporate records, certificates of public  
officials and other instruments as we have deemed necessary or advisable for    
the purpose of rendering this opinion.                                          

    Upon the basis of the foregoing, we are of the opinion that the New Notes,
when duly executed, authenticated and delivered in exchange for the Old Notes   
in accordance with the terms of the Indenture and the Exchange Offer, will be   
valid and binding obligations of the Company enforceable in accordance with     
their terms, subject to applicable bankruptcy, insolvency, reorganization or    
other similar laws affecting creditors' rights generally and general principles 
of equity.                                                                      

   In rendering our opinion in the preceding paragraph, we have assumed that
the Company is a corporation duly existing and in good standing under the laws  
of the State of Indiana and has duly authorized, the New Notes.                 

EX-5
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We are members of the Bar of the State of New York and the foregoing  
opinion is limited to the laws of the State of New York and the federal laws of 
the United States.                                                              

We hereby consent to the filing of this opinion as an exhibit to the  
Registration Statement relating to the Exchange Offer. We also consent to the   
reference to us under the caption "Legal Matters" in the Prospectus contained   
in such Registration Statement.                                                 

This opinion is rendered solely to you in connection with the above   
matter. This opinion may not be relied upon by you for any other purpose or     
relied upon by or furnished to any other person without our prior written       
consent.                                                                        

                                           Very truly yours,

                                                   /s/ Davis Polk & Wardwell

2 

Dates Referenced Herein

				Referenced-On Page
This ‘S-4’ Filing		Date		First		Last			Other Filings
Filed on:		4/3/02							None on these Dates
		4/2/02		1
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