Exhibit 5.6
| Emmett Berryman | April 6, 2021 | Sender’s E-mail: |
| eberryman@lmlawyers.com | ||
CoreCivic, Inc.
5501 Virginia Way
Brentwood, Tennessee 37027
Ladies and Gentlemen:
We have acted as special Texas counsel to the entities listed on Schedule I (collectively, the “Texas Subsidiary Guarantors”), in connection with the Texas Subsidiary Guarantors’ proposed guarantees (collectively, the “Debt Guarantees”) of debt securities (collectively, the “Debt Securities”) to be issued from time to time by CoreCivic, Inc., a Maryland corporation (“CoreCivic” or the “Issuer”), pursuant to the indenture dated as of September 25, 2015 between the Company and Regions Bank, as successor to U.S. Bank National Association (as amended or supplemented from time to time, collectively, the “Indenture”) in connection with the filing of a registration statement on Form S-3 (as such has been or may hereafter be amended, supplemented, modified, renewed, extended and/or restated from time to time, the “Registration Statement”) on or about April 6, 2021 with the Securities and Exchange Commission (the “Commission”).
In rendering our opinions herein, we have relied with respect to factual matters, solely upon the Officers’ Certificates (defined below), and certificates of public officials referred to below. In addition thereto, we have reviewed and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:
| (a) | Certificate of Formation of ACS Corrections of Texas, L.L.C.; |
| (b) | Operating Agreement of ACS Corrections of Texas, L.L.C.; |
| (c) | Certificate of Formation of Avalon Corpus Christi Transitional Center, LLC; |
| (d) | Certificate of Amendment to Certificate of Formation of Avalon Corpus Christi Transitional Center, LLC; |
| (e) | Operating Agreement of Avalon Corpus Christi Transitional Center, LLC; |
| (f) | Certificate of Formation of Avalon Transitional Center Dallas, LLC; |
| (g) | Certificate of Amendment to Certificate of Formation of Avalon Transitional Center Dallas, LLC; |
| (h) | Operating Agreement of Avalon Transitional Center Dallas, LLC; |
| (i) | Assignment of Membership Interest dated December 31, 2015, by and between Avalon Correctional Services, Inc., a Nevada corporation, as assignor, and CCA of Tennessee, LLC, a Tennessee limited liability company, as assignee; |
CoreCivic, Inc.
April 6, 2021
Page 2
| (j) | Certificate of Formation of EP Horizon Management, LLC; |
| (k) | Operating Agreement of EP Horizon Management, LLC; |
| (l) | Certificate of Filing of Recovery Monitoring Solutions Corporation; |
| (m) | Certificate of Amendment to the Certificate of Formation of Recovery Healthcare Corporation; |
| (n) | the Status Certificates (as defined in subpart (ii) below); and |
| (o) | the Evidences (as defined in subpart (iii) below). |
Items (a) through (o) above are collectively referred to herein as the “Corporate Documents.”
In addition we have examined and relied upon the following:
(i) with respect to each Texas Subsidiary Guarantor that is a limited liability company, certificates from the Secretary of such Texas Subsidiary Guarantor certifying in each instance as to true and correct copies of the certificate of formation and limited liability company agreement of such Texas Subsidiary Guarantor and resolutions of the sole member of such Texas Subsidiary Guarantor authorizing the Guarantees by such Texas Subsidiary Guarantor to guarantee the Debt Securities pursuant to the terms of the Indentures and to perform their obligations under the Debt Guarantees and with respect to the Texas Subsidiary Guarantor that is a corporation, a certificate of the Secretary of such Texas Subsidiary Guarantor certifying as to true and correct copies of the certificate of formation and By-Laws of such Texas Subsidiary Guarantor and resolutions of the board of directors of such Texas Subsidiary Guarantor authorizing the Guarantees by such Texas Subsidiary Guarantor to guarantee the Debt Securities pursuant to the terms of the Indentures and to perform their obligations under the Debt Guarantees (each an “Officers’ Certificate”);
(ii) with respect to each Texas Subsidiary Guarantor that is a limited liability company, a certificate dated March 24, 2021, issued by the Office of the Secretary of State of Texas, attesting to the limited liability company status of such Texas Subsidiary Guarantor in Texas and with respect to the Texas Subsidiary Guarantor that is a corporation, a certificate dated March 24, 2021, issued by the Office of the Secretary of State of Texas, attesting to the corporate status of such Texas Subsidiary Guarantor in Texas (collectively, the “Status Certificates”);
(iii) with respect to each Texas Subsidiary Guarantor, evidence of franchise account status, dated March 26, 2021 from the Comptroller of Public Accounts of the State of Texas (collectively, the “Evidences”); and
(iv) originals, or copies identified to our satisfaction as being true copies, of such other records, documents and instruments as we have deemed necessary for the purposes of this opinion letter.
(v) In rendering the opinions set forth below, we have, with your consent, relied only upon examination of the documents described above and have made no independent verification or investigation of the factual matters set forth herein or therein. We did not participate in the negotiation or preparation of the Registration Statement or the Indentures and have not advised the Issuer or the Texas Subsidiary Guarantors with respect to such documents or transactions contemplated thereby.
(vi) With your permission, as to questions of fact material to this Opinion and without independent verification with respect to the accuracy of such factual matters, we have relied upon the Registration Statement, the Indentures, certificates of public officials and of officers and representatives of the Issuer and the Texas Subsidiary Guarantors and the accuracy of the public record. We have made no independent investigation of any statements, warranties and representations made by the Texas Subsidiary Guarantors in the Indentures or any related matters. With the exception of the Corporate Documents, we have not examined the books and records of the Texas Subsidiary Guarantors.
CoreCivic, Inc.
April 6, 2021
Page 3
Assumptions Underlying Our Opinions
For purposes of this Opinion, we have assumed, with your approval and without independent investigation, the following:
(a) No fraud, mistake, undue influence, duress or criminal activity exists with respect to the Corporate Documents, Registration Statement, Indentures or any of the matters relevant to the opinions rendered herein;
(b) The genuineness of all signatures;
(c) The legal capacity of natural persons;
(d) The authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies; and
(e) The authenticity of the originals of such copies.
As to all questions of fact material to this opinion letter that have not been independently established, we have relied upon certificates or comparable documents of officers and representatives of the Issuer and the Texas Subsidiary Guarantors and have assumed that such matters remain true and correct through the date hereof.
Our Opinions
Subject to the assumptions, exceptions and limitations hereinabove and hereinafter stated, it is our opinion that:
(1) Based solely upon its Status Certificate and the applicable Evidence, each Texas Subsidiary Guarantor is a validly existing limited liability company or corporation, as applicable, in good standing under the laws of the State of Texas.
(2) When (i) the issuance and terms of any Debt Guarantees by the Texas Subsidiary Guarantors and the terms of the offering thereof have been (A) duly established in conformity with the applicable indenture or any supplemental indenture thereto, so as not to violate applicable law, or rule or regulation thereunder applicable to the Texas Subsidiary Guarantors, affect the enforceability of such Debt Guarantees or result in a default under or breach of any agreement or instrument binding on the Texas Subsidiary Guarantors, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Texas Subsidiary Guarantors and (B) duly authorized by proper action in accordance with the Corporate Documents of the Texas Subsidiary Guarantors, and (ii) such Debt Guarantees have been duly executed, authenticated, issued, and delivered in accordance with any applicable underwriting agreement, the applicable indenture and any supplemental indenture thereto and issued and sold as contemplated in the Registration Statement, the prospectus contained within the Registration Statement and any prospectus supplement relating thereto, the Texas Subsidiary Guarantors will:
| a. | Have the limited liability company or corporate power, as applicable, and authority to execute, deliver and perform their respective obligations under the applicable indenture, any supplemental indenture and the Debt Guarantees to the extent any Texas Subsidiary Guarantors is a party thereto; and |
| b. | The Debt Guarantees, upon being duly authorized by all necessary limited liability company action, executed by an authorized signatory and delivered, will be validly authorized, executed and delivered for limited liability company law purposes by each of the Texas Subsidiary Guarantors. |
CoreCivic, Inc.
April 6, 2021
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Qualifications and Limitations
This letter expresses our legal opinion as to the foregoing matters based on our professional judgment at this time based solely upon laws, rulings and regulations in effect on the date hereof; it is not, however, to be construed as a guaranty, nor is it a warranty that a court considering such matters would not rule in a manner contrary to the opinions set forth above.
We are qualified to practice law in the State of Texas, and we express no opinions as to the laws of other jurisdictions other than to the laws of the State of Texas, as currently in effect. We assume no obligation to supplement this opinion if any applicable laws change after the date hereof or if we become aware of any facts that might change the opinions expressed herein after the date hereof.
Notwithstanding anything to the contrary herein, by acceptance of this Opinion Letter, you (and any person or entity relying on this letter and the opinions express herein) agree on behalf of yourself (and himself or itself) and all such parties’ respective assignees that: (i) any claims in connection with this Opinion Letter and the opinions expressed herein shall be asserted only against Liechty, McGinnis, Berryman & Bowen, LLP (the “Firm”) as the signer of this Opinion Letter and shall not be asserted against any of its partners, attorneys, or other employees; (ii) the Firm’s aggregate maximum liability (whether arising from one event or set of circumstances or from multiple events and sets of circumstances) in connection with this Opinion Letter and the opinions expressed herein shall not exceed the amount of the recovery available under the Firm’s errors and omissions insurance policy then in effect; (iii) in no event shall any punitive damages be available in any civil action or arbitration proceeding; and (iv) in the event of any dispute arising in connection with this Opinion Letter or the opinions expressed herein, before the commencement of any litigation, arbitration, or the pursuit of any claim, you shall first submit the dispute to nonbinding confidential mediation before a mediator mutually acceptable to you and the Firm in Dallas, Texas.
Miscellaneous
We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the prospectus or any prospectus supplement pursuant to the Registration Statement. In giving this consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission thereunder.
| Very truly yours, | ||
LIECHTY, McGINNIS, BERRYMAN & BOWEN, LLP, a Texas limited liability partnership | ||
| By: | /s/ LIECHTY, McGINNIS, BERRYMAN & BOWEN, LLP | |
CoreCivic, Inc.
April 6, 2021
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Schedule I
Texas Subsidiary Guarantors
Name of Texas Subsidiary Guarantor | State of Organization |
ACS Corrections of Texas, L.L.C. | TX |
Avalon Corpus Christi Transitional Center, LLC | TX |
Avalon Transitional Center Dallas, LLC | TX |
EP Horizon Management, LLC | TX |
Recovery Monitoring Solutions Corporation | TX |