Exhibit 5.1
[STOKES BARTHOLOMEW EVANS & PETREE, P.A. LETTERHEAD]
July 18, 2002
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Ladies and Gentlemen:
We have acted as counsel to Corrections Corporation of America, a
Maryland corporation (the "Company"), and the subsidiaries of the Company named
in Schedule I hereto (the "Guarantors"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") of the
Company's Registration Statement on Form S-4 (the "Registration Statement"),
under the Securities Act of 1933, as amended, with respect to the issuance by
the Company of up to $250,000,000 aggregate principal amount of its 9 7/8%
Senior Notes due 2009 (the "New Notes") in exchange for up to $250,000,000 in
aggregate principal amount of its outstanding 9 7/8% Senior Notes due 2009 (the
"Old Notes") and the issuance by the Guarantors of guarantees (the "Guarantees")
with respect to the New Notes.
In so acting, we have examined originals or copies (certified or
otherwise identified to our satisfaction) of: (i) the Registration Statement;
(ii) the Indenture dated as of May 3, 2002, by and among the Company, the
Guarantors and State Street Bank and Trust Company, as trustee (the "Trustee"),
pursuant to which the New Notes and Guarantees will be issued (the "Indenture");
(iii) the form of the New Notes and Guarantees attached as an exhibit to the
Indenture; and (iv) such corporate records, agreements, documents and other
instruments, and such certificates or comparable documents of public officials
and of officers and representatives of the Company and the Guarantors, and have
made such inquiries of such officers and representatives, as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.
In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as certified, conformed or photostatic copies and the
authenticity of the originals of such latter documents. As to all questions of
fact material to this opinion that have not been independently established, we
have relied upon certificates or comparable documents of officers and
representatives of the Company and the Guarantors.
Corrections Corporation of America
July 18, 2002
Page 2
Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that:
When the New Notes have been duly executed by the Company,
authenticated by the Trustee in accordance with the terms of the Indenture, and
delivered upon the consummation of the exchange offer against the Old Notes as
contemplated by the Indenture and the Registration Statement, the New Notes and
the Guarantees (when duly executed by the Guarantors) will constitute legal,
valid and binding obligations of the Company and the Guarantors, as the case may
be, enforceable against them in accordance with their terms, subject to
applicable bankruptcy, insolvency, fraudulent conveyance, reorganization,
moratorium and similar laws affecting creditors' rights and remedies generally,
and subject, as to enforceability, to general principles of equity, including
principals of commercial reasonableness, good faith and fair dealing (regardless
of whether enforcement is sought in a proceeding at law or in equity).
We consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement and to any and all references to our firm
in the prospectus which is a part of the Registration Statement.
Very truly yours,
STOKES BARTHOLOMEW
EVANS & PETREE, P.A.
/s/ Stokes Bartholomew
Evans & Petree, P.A.
SCHEDULE I
GUARANTORS
NAME STATE OF INCORPORATION OR ORGANIZATION
---- --------------------------------------
CCA of Tennessee, Inc. Tennessee
Prison Realty Management, Inc. Tennessee
Technical and Business Institute of America, Inc. Tennessee
TransCor America, LLC Tennessee
CCA International, Inc. Delaware