Exhibit 5.6
August 15, 2022
The GEO Group, Inc.
4955 Technology Way
Boca Raton, FL 33431
| Re: | Form S-4 Registration Statement of The Geo Group, Inc. |
Ladies and Gentlemen:
We have acted as special counsel in the State of Wyoming (the “State”) for CCC Wyoming Properties, LLC, a Wyoming limited liability company, and Community Alternatives, an unregistered Wyoming general partnership (collectively, the “Wyoming Entities”) in connection with that certain registration statement on Form S-4 filed with the Securities and Exchange Commission on July 19, 2022 by The GEO Group, Inc., a Florida corporation (“Parent”), the Wyoming Entities and certain other subsidiaries of the Parent (collectively, the “Subsidiary Guarantors”) under 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 registers (i) the offers to exchange (the “Exchange Offers”) up to $484,568,000 aggregate principal amount of the Parent’s 10.500% Senior Second Lien Secured Notes due 2028 (the “New Notes”) for any and all validly tendered and outstanding 5.125% Senior Notes due April 1, 2023 and 5.875% Senior Notes due October 15, 2024 (collectively, the “Old Notes”), (ii) certain necessary consents that are being solicited (collectively, the “Consent Solicitations”), and (iii) guarantees of the New Notes by the Subsidiary Guarantors of the Parent, including the Wyoming Entities, which are part of the listed Schedule A “Table of Subsidiary Guarantors” included as part of the Registration Statement (the “Guarantees”). The Exchange Offers will be as set forth in the prospectus forming a part of the Registration Statement (the “Prospectus”), as supplemented by one or more supplements to the Prospectus. The New Notes will be issued pursuant to an indenture (the “Indenture”), to be entered into by and among the Parent, the Subsidiary Guarantors and Ankura Trust Company, LLC, as trustee and collateral agent.
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.
In rendering the opinions set forth below, we have examined and reviewed drafts of the following documents, each to be dated as of the date of this letter unless otherwise indicated (collectively, items (A) through (J), the “Opinion Documents”):
A. The Registration Statement, including the Prospectus;
B. The form of the New Notes;
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