Exhibit 5






                                          May 14, 2003


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 (the "Registration Statement") filed by the Company
with the Securities and Exchange Commission (the "Commission") pursuant to
Rule 462(b) under the Securities Act of 1933, as amended, with respect to the
additional registration of its Unsecured Notes (the "Securities") such
Securities being of the same class as included in the earlier Registration
Statement on Form S-3 (No. 333-58540).  The Securities will be issued under
an indenture (the "Indenture") between the Company and The Bank of New York,
as Trustee.

           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 the Indenture is the valid and
legally binding obligation of the Trustee enforceable against the Trustee in
accordance with its terms.

           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
Securities, 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 hereinafter referred to as
the "Board") and (b) the due execution, authentication, issuance and delivery
of the Securities, 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, the Securities will constitute valid and
legally binding obligations of the Company enforceable against the Company in
accordance with their terms.

           Our opinions set forth 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
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