EXHIBIT 5.2
[Miles & Stockbridge P.C. Letterhead]
April 2, 2003
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215
Re: Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special Maryland counsel to Corrections Corporation of
America, a Maryland corporation (the "Company"), in connection with the
registration of certain securities of the Company (the "Offered Securities") on
its Registration Statement on Form S-3 (including the prospectus which is a part
thereof, the "Registration Statement") filed today by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to (i) debt securities (the "Debt
Securities"), (ii) shares of the Company's preferred stock, $0.01 par value per
share (the "Preferred Stock"), (iii) shares of the Company's common stock, $0.01
par value per share (the "Common Stock"), and (iv) warrants to purchase Common
Stock (the "Warrants"), all of which may be issued from time to time on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act at an
aggregate public offering price not to exceed $700,000,000.
We have examined the Registration Statement, including the exhibits
thereto, and such other documents, corporate records, laws and regulations as we
have deemed necessary for the purposes of giving the opinions set forth in this
opinion letter. Based upon that examination and subject to the assumptions and
qualifications set forth herein, we are of the opinion that:
1. (a) When the indenture (the "Indenture") relating to the Debt
Securities has been duly authorized, executed and delivered by the Company and
the Debt Securities have been duly established in accordance with the Indenture
(including, without limitation, the adoption by the board of directors of the
Company of a resolution duly authorizing the issuance and delivery of the Debt
Securities), duly authenticated by the trustee named in the Indenture and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the Indenture and as contemplated by
the Registration Statement and the related Prospectus Supplement(s), (b) when
the Registration Statement and any required post-effective amendment(s) thereto
and any and all Prospectus Supplement(s) required by applicable laws have become
effective under the Securities Act, (c) assuming that the terms of the Debt
Securities as executed and delivered are as described in the Registration
Statement and the related Prospectus Supplement(s), and (d) assuming that the
Debt Securities are then issued and sold as contemplated in the authorization by
the board of directors and in the Registration Statement and the related
Prospectus Supplement(s), the Debt
Corrections Corporation of America
April 2, 2003
Page 2
Securities will, to the extent Maryland law is applicable, constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with the terms of the Debt Securities.
2. (a) When a new class or series of Preferred Stock has been
duly established in accordance with the terms of the Company's charter and
bylaws and applicable law, and upon adoption by the board of directors of the
Company of a resolution in form and content as required by applicable law, and
when appropriate articles supplementary to the Company's charter relating to
such class or series of Preferred Stock have been duly approved by the Company's
board of directors and been filed with and accepted for record by the State
Department of Assessments and Taxation of the State of Maryland, (b) when the
Registration Statement and any required post-effective amendment(s) thereto and
any and all Prospectus Supplement(s) required by applicable laws have become
effective under the Securities Act, and (c) upon issuance and delivery of and
payment for such shares in the manner contemplated by the Registration Statement
and the related Prospectus Supplement(s) and by such resolution, such shares of
such class or series of Preferred Stock (including any Preferred Stock duly
issued (i) upon the exchange or conversion of any shares of Preferred Stock that
are exchangeable or convertible into another class or series of Preferred Stock,
or (ii) upon the exchange or conversion of Debt Securities that are exchangeable
or convertible into Preferred Stock) will be validly issued, fully paid and
nonassessable.
3. (a) Upon adoption by the board of directors of the Company of
a resolution in form and content as required by applicable law authorizing the
issuance and sale of Common Stock, (b) when the Registration Statement and any
required post-effective amendment(s) thereto and any and all Prospectus
Supplement(s) required by applicable laws have become effective under the
Securities Act, and (c) upon issuance and delivery of and payment for such
shares in the manner contemplated by the Registration Statement and the related
Prospectus Supplement(s) and by such resolution, such shares of Common Stock
being issued by the Company (including any Common Stock issued (i) upon the
exchange or conversion of any duly issued shares of Preferred Stock that are
exchangeable or convertible into Common Stock, (ii) upon the exercise of any
duly issued Warrants exercisable for Common Stock or (iii) upon the exchange or
conversion of duly issued Debt Securities that are exchangeable or convertible
into Common Stock) will be validly issued, fully paid and nonassessable. The
shares of Common Stock to be sold by selling shareholders under the Registration
Statement are validly issued, fully paid and non-assessable.
4. (a) When a warrant agreement relating to the Warrants has been
duly authorized,
Corrections Corporation of America
April 2, 2003
Page 3
executed and delivered and the Warrants and the securities of the Company into
which the Warrants will be exercisable have been duly authorized by the
Company's board of directors, (b) when the terms of the Warrants and of their
issuance and sale have been duly established in conformity with the Company's
charter and bylaws and the warrant agreement, (c) when the Warrants have been
duly executed and delivered, and issued and sold in the form and in the manner
contemplated in the Registration Statement and the related Prospectus
Supplement(s), (d) when the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s)
required by applicable law have become effective under the Securities Act, (e)
assuming that the terms of the Warrants as executed and delivered are as
described in the Registration Statement and the related Prospectus
Supplement(s), and (f) assuming that the Warrants are then issued and sold as
contemplated in the Registration Statement and the Prospectus Supplement(s), the
Warrants will, to the extent Maryland law is applicable, constitute valid and
legally binding obligations of the Company, enforceable against the Company in
accordance with their terms.
In giving our opinions as to the validity of the Offered Securities, we
are assuming that, at the time of the issuance thereof, such securities will not
violate any law applicable to the Company or result in a default under or breach
of any agreement or instrument binding upon the Company and that such securities
will comply with all requirements and restrictions, if any, applicable to the
Company, imposed by any court or governmental or regulatory body having
jurisdiction over the Company. We are assuming that, at the time of issuance of
the Common Stock and the Preferred Stock, the Company will have a sufficient
number of authorized but unissued shares of its stock for the issuance. With
respect to the issuance of Warrants, we have assumed that the Company will have
authorized but unissued, and will reserve for issuance upon exercise of the
Warrants, a sufficient number of shares of its stock for such exercise. Our
opinions are based on the assumptions that at the time of issuance of any of the
Offered Securities, the Company will be in good standing under the laws of the
State of Maryland and that the aggregate purchase price paid for any Offered
Securities, when aggregated with the purchase price paid for other Offered
Securities theretofore issued, will not exceed $700,000,000.
Our opinions set forth in numbered paragraphs 1 and 4 above are subject
to applicable bankruptcy, insolvency, reorganization, moratorium and other laws
affecting the rights of creditors generally. Further, the remedy of specific
performance and other forms of equitable relief may be subject to equitable
defenses and to the discretion of the court before which any proceeding, whether
at law or in equity, may be brought.
We have relied as to certain factual matters on information obtained
from public officials and officers of the Company. We express no opinion with
respect to the laws of, or the effect or applicability of the laws of, any
jurisdiction other than the laws of the State of Maryland. We acknowledge that
Bass, Berry & Sims PLC will rely on the opinions set forth herein in giving
Corrections Corporation of America
April 2, 2003
Page 4
certain opinions of their own on the date hereof and we consent to that
reliance. The opinion expressed herein is limited to the matters set forth in
this letter and no other opinion should be inferred beyond the matters expressly
stated.
We hereby consent to the use of our name under the heading "Legal
Matters" in the prospectus forming a part of the Registration Statement and to
the filing of this opinion letter with the Registration Statement as Exhibit 5.2
thereto. In giving our consent, we do not thereby 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 Securities and Exchange Commission
thereunder.
Very truly yours,
Miles & Stockbridge P.C.
By: /s/ Cynthia Collins Allner
---------------------------
Principal