Common use of FORM OF OPINION OF COUNSEL FOR THE BORROWER Clause in Contracts

FORM OF OPINION OF COUNSEL FOR THE BORROWER. To each of the Lenders and LC Issuing Banks party to the Amended and Restated Credit Agreement referred to below and to Barclays Bank PLC, as Administrative Agent thereunder February 13, 2013 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(a)(iii) of the Amended and Restated Credit Agreement, dated as of February 13, 2013 (the “Credit Agreement”) among American Electric Power Company, Inc. (the “Borrower”), the Lenders party thereto, the LC Issuing Banks party thereto and Barclays Bank PLC, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I am a Deputy General Counsel for American Electric Power Service Corporation, an affiliate of the Borrower, and have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. I am generally familiar with the Borrower’s corporate history, properties, operations and charter (including amendments, restatements and supplements thereto). In connection with this opinion, I, or attorneys over whom I exercise supervision, have examined:

FORM OF OPINION OF COUNSEL FOR THE BORROWER. To each of the Lenders and LC Issuing Banks party to the Fourth Amended and Restated Credit Agreement referred to below and to Barclays Bank PLCXxxxx Fargo Bank, National Association, as Administrative Agent thereunder February 13June 30, 2013 2016 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(a)(iii) of the Fourth Amended and Restated Credit Agreement, dated as of February 13June 30, 2013 2016 (the “Credit Agreement”) among American Electric Power Company, Inc. (the “Borrower”), the Lenders party thereto, the LC Issuing Banks party thereto and Barclays Bank PLCXxxxx Fargo Bank, National Association, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I am a Deputy an Associate General Counsel for American Electric Power Service Corporation, an affiliate of the Borrower, and have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. I am generally familiar with the Borrower’s corporate history, properties, operations and charter (including amendments, restatements and supplements thereto). In connection with this opinion, I, or attorneys over whom I exercise supervision, have examined:

FORM OF OPINION OF COUNSEL FOR THE BORROWER. To each of the Lenders and LC Issuing Banks party to the Second Amended and Restated Credit Agreement referred to below and to Barclays Bank PLC, as Administrative Agent thereunder February 13November 10, 2013 2014 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(a)(iii) of the Second Amended and Restated Credit Agreement, dated as of February 13November 10, 2013 2014 (the “Credit Agreement”) among American Electric Power Company, Inc. (the “Borrower”), the Lenders party thereto, the LC Issuing Banks party thereto and Barclays Bank PLC, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I am a Deputy an Associate General Counsel for American Electric Power Service Corporation, an affiliate of the Borrower, and have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. I am generally familiar with the Borrower’s corporate history, properties, operations and charter (including amendments, restatements and supplements thereto). In connection with this opinion, I, or attorneys over whom I exercise supervision, have examined:

FORM OF OPINION OF COUNSEL FOR THE BORROWER. To each of the Lenders and LC Issuing Banks party to the Amended and Restated Credit Agreement referred to below and to Barclays Bank PLCJPMorgan Chase Bank, N.A., as Administrative Agent thereunder February 13, 2013 [Date] Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(a)(iii) of the Amended and Restated Credit Agreement, dated as of February 13July 26, 2013 2011 (the “Credit Agreement”) among American Electric Power Company, Inc. (the “Borrower”), the Lenders party thereto, the LC Issuing Banks party thereto and Barclays Bank PLCJPMorgan Chase Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I am a Deputy General Counsel for American Electric Power Service Corporation, an affiliate of the Borrower, and have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. I am generally familiar with the Borrower’s corporate history, properties, operations and charter (including amendments, restatements and supplements thereto). In connection with this opinion, I, or attorneys over whom I exercise supervision, have examined:

FORM OF OPINION OF COUNSEL FOR THE BORROWER. To each of the Lenders and LC Issuing Banks party to the Sixth Amended and Restated Credit Agreement referred to below and to Barclays Bank PLCXxxxx Fargo Bank, National Association, as Administrative Agent thereunder February 13[__________], 2013 2024 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(a)(iii3.01(a) of the Sixth Amended and Restated Credit Agreement, dated as of February 13March 28, 2013 2024 (the “Credit Agreement”) among American Electric Power Company, Inc. (the “Borrower”), the Lenders party thereto, the LC Issuing Banks party thereto and Barclays Bank PLCXxxxx Fargo Bank, National Association, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I am a Deputy General Senior Counsel for American Electric Power Service Corporation, an affiliate of the Borrower, and have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. I am generally familiar with the Borrower’s corporate history, properties, operations and charter (including amendments, restatements and supplements thereto). In connection with this opinion, I, or attorneys over whom I exercise supervision, have examined:

FORM OF OPINION OF COUNSEL FOR THE BORROWER. To each of the Lenders and LC Issuing Banks party to the Second Amended and Restated Credit Agreement referred to below and to Barclays Bank PLCJPMorgan Chase Bank, N.A., as Administrative Agent thereunder February 13, 2013 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(a)(iii) of the Second Amended and Restated Credit Agreement, dated as of February 13, 2013 (the “Credit Agreement”) among American Electric Power Company, Inc. (the “Borrower”), the Lenders party thereto, the LC Issuing Banks party thereto and Barclays Bank PLCJPMorgan Chase Bank, N.A., as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I am a Deputy General Counsel for American Electric Power Service Corporation, an affiliate of the Borrower, and have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. I am generally familiar with the Borrower’s corporate history, properties, operations and charter (including amendments, restatements and supplements thereto). In connection with this opinion, I, or attorneys over whom I exercise supervision, have examined:

FORM OF OPINION OF COUNSEL FOR THE BORROWER. To each of the Lenders and LC Issuing Banks party to the Fifth Amended and Restated Credit Agreement referred to below and to Barclays Bank PLCXxxxx Fargo Bank, National Association, as Administrative Agent thereunder February 13[__________], 2013 2021 Ladies and Gentlemen: This opinion is furnished to you pursuant to Section 3.01(a)(iii3.01(a) of the Fifth Amended and Restated Credit Agreement, dated as of February 13March 31, 2013 2021 (the “Credit Agreement”) among American Electric Power Company, Inc. (the “Borrower”), the Lenders party thereto, the LC Issuing Banks party thereto and Barclays Bank PLCXxxxx Fargo Bank, National Association, as Administrative Agent. Terms defined in the Credit Agreement are used herein as therein defined. I am a Deputy General Senior Counsel for American Electric Power Service Corporation, an affiliate of the Borrower, and have acted as counsel to the Borrower in connection with the preparation, execution and delivery of the Credit Agreement. I am generally familiar with the Borrower’s corporate history, properties, operations and charter (including amendments, restatements and supplements thereto). In connection with this opinion, I, or attorneys over whom I exercise supervision, have examined: