Exhibit 5.5
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| | Eckert Seamans Cherin & Mellott, LLC Two Liberty Place 50 South 16th Street, 22nd Floor Philadelphia, PA 19102 | | TEL 215 851 8400 FAX 215 851 8383 www.eckertseamans.com |
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 special Pennsylvania counsel to ADAPPT, LLC (“ADAPPT”), Fenton Security, LLC (“Fenton”), Minsec Companies, LLC (“Minsec Companies”), and Minsec Treatment, LLC (“Minsec Treatment”), each of which is a Pennsylvania limited liability company (each a “Company” and collectively, the “Companies”), in connection with the Registration Statement on Form S-4 (File No. 333-266208) filed on July 19, 2022 with the Securities and Exchange Commission (the “Commission”) by The GEO Group, Inc. (“Parent”), the Companies, and certain other subsidiaries of Parent listed on Schedule A — Table of Subsidiary Guarantors thereto (collectively with the Companies, the “Subsidiary Guarantors”) pursuant to the Securities Act of 1933, as amended (the “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 Parent’s new 10.500% Senior Second Lien Secured Notes due 2028 (the “Exchange Notes”) and Parent’s offer to exchange in the exchange offers (the “Exchange Offers”) up to $484,568,000 aggregate principal amount of Exchange Notes for (i) $259,275,000 aggregate principal amount of Parent’s outstanding 5.125% Senior Notes due April 1, 2023 (the “2023 Outstanding Notes”) and $225,293,000 aggregate principal amount of Parent’s outstanding 5.875% Senior Notes due October 15, 2024 (the “2024 Outstanding Notes,” and together with the 2023 Outstanding Notes, collectively, the “Outstanding Notes”) and (ii) the related solicitations of consents (collectively, the “Consent Solicitations”) to certain proposed amendments to the indentures governing the Outstanding Notes, in each case, upon the terms and subject to the conditions set forth in the Prospectus. The Exchange Notes are to be issued pursuant to the indenture, by and among Parent, the Subsidiary Guarantors and Ankura Trust Company, LLC, as trustee and collateral agent (the “Indenture”). The Exchange Notes will be guaranteed by each of the Subsidiary Guarantors on the terms set forth in the Indenture (the “Guarantees”).
This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the 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.