Exhibit 5.2
August 15, 2022
The GEO Group, Inc.
4955 Technology Way
Boca Raton, Florida 33431
Re: The GEO Group, Inc. Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as Florida counsel to The GEO Group, Inc. (the “Company”) and GEO Corrections Holdings, Inc., GEO Leasing, LLC, GEO Operations, Inc., GEO Reentry Services, LLC, GEO Secure Services, LLC, GEO Transport, Inc. and Protocol Criminal Justice, Inc. (collectively, the “Florida Subsidiaries”), and we have acted as Colorado counsel to Arapahoe County Residential Center, LLC, B.I. Incorporated and Community Corrections, LLC (collectively, the “Colorado Subsidiaries”) in connection with the Registration Statement on Form S-4 filed by the Company and the subsidiaries named in the Registration Statement with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), and Amendment No. 1 thereto dated August 15, 2022 (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”). The Registration Statement, including the prospectus which forms a part of the Registration Statement (the “Prospectus”), relates to the issuance of up to $484,568,000 aggregate principal amount of the Company’s 10.500% Senior Second Lien Secured Notes due 2028 (the “New Notes”) and the full and unconditional guarantees as to the payment of principal and interest on the New Notes (the “New Guarantees”) by each of the subsidiary guarantors listed in the Registration Statement (the “Subsidiary Guarantors”) in exchange (the “Exchange Offers”) for any and all validly tendered 5.125% Senior Notes due April 1, 2023 and the 5.875% Senior Notes due October 15, 2024 (collectively, the “Old Notes”) and the related solicitations of consents to certain proposed amendments to the indentures governing the Old Notes, in each case, upon the terms and subject to the conditions set forth in the Prospectus. The New Notes and the New Guarantees will be registered under the Securities Act as set forth in the Registration Statement and will be issued upon consummation of the Exchange Offers and Consent Solicitations and the satisfaction or waiver of the conditions described in the Registration Statement pursuant to an indenture to be entered into among the Company, the Subsidiary Guarantors and Ankura Trust Company, LLC, as trustee and collateral agent (the “New Notes Indenture”).
This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.
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