Exhibit 5.2
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May 31, 2024
The GEO Group, Inc.
4955 Technology Way
Boca Raton, Florida 33431
Re: Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to GEO Reentry of Alaska, Inc., an Alaska corporation (the “Company”), in connection with a Registration Statement on Form S-4 (the “Registration Statement”) filed by The GEO Group, Inc. (“Parent”), the Company, and certain other subsidiaries of the Parent with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to (i) Parent’s offer to exchange (A) up to $650,000,000 aggregate principal amount of Parent’s 8.625% Senior Secured Notes Due 2029, which have been registered under the Securities Act (the “Secured Exchange Notes”), for up to $650,000,000 aggregate principal amount of Parent’s issued and outstanding 8.625% Senior Secured Notes Due 2029, issued in a private placement on April 18, 2024, which have not been registered under the Securities Act (the “Secured Original Notes”), and (B) up to $625,000,000 aggregate principal amount of Parent’s 10.250% Senior Notes Due 2031, which have been registered under the Securities Act (the “Unsecured Exchange Notes,” and together with the Secured Exchange Notes, collectively, the “Exchange Notes”), for up to $625,000,000 aggregate principal amount of Parent’s issued and outstanding 10.250% Senior Notes Due 2031, issued in a private placement on April 18, 2024, which have not been registered under the Securities Act (the “Unsecured Original Notes,” and together with the Secured Original Notes, collectively, the “Original Notes”), and (ii) the full and unconditional guarantees as to the payment of principal and interest on (A) the Secured Exchange Notes (the “Secured Exchange Note Guarantees”), and (B) the Unsecured Exchange Notes (the “Unsecured Exchange Note Guarantees,” and together with the Secured Exchange Note Guarantees, collectively, the “Exchange Note Guarantees”), by the Company and each of the other entities listed in the Registration Statement as subsidiary guarantors (collectively, the “Subsidiary Guarantors”). The Secured Original Notes were, and the Secured Exchange Notes will be, issued pursuant to an indenture, dated as of April 18, 2024 (the “Secured Notes Indenture”), among Parent, the Subsidiary Guarantors and Ankura Trust Company, LLC (“Trustee”), as trustee and collateral agent. The Unsecured Original Notes were, and the Unsecured Exchange Notes will be, issued pursuant to an indenture, dated as of April 18, 2024 (the “Unsecured Notes Indenture,” and together with the Secured Notes Indenture, collectively, the “Indentures”), among Parent, the Subsidiary Guarantors and Trustee.
We have reviewed such questions of law and have examined such documents as we have considered necessary or appropriate for the purposes of our opinions set forth below, including without limitation, a Certificate of Compliance for the Company from the State of Alaska Department of Commerce, Community, and Economic Development, issued as of May 30, 2024 (the “Good Standing Certificate”). In rendering our opinions set forth below, we have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures and the conformity to authentic originals of all documents submitted to us as copies. We have also assumed the legal capacity for all purposes relevant hereto of all natural persons and, with respect to all parties to agreements or instruments relevant hereto other than the Company, that such parties had the requisite power and authority (corporate or otherwise) to execute,