EXHIBIT 5.8
(SIDLEY AUSTIN BROWN & WOOD LLP LETTERHEAD)
April 28, 2003
Corrections Corporation of America
10 Burton Hill Boulevard
Nashville, TN 37215
Ladies and Gentlemen:
We have acted as special counsel as to the laws of the State of New York
in connection with the registration statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission jointly by
Corrections Corporation of America, a Maryland corporation (the "Company"), and
the Company's wholly-owned subsidiaries which are acting as guarantors of the
Company's debt securities (the "Guarantors") listed as co-registrants in the
Registration Statement for the purpose of registering under the Securities Act
of 1933, as amended (the "Securities Act"), of, among other securities, up to
$700,000,000 aggregate offering price of (i) one or more series of senior,
senior subordinated or subordinated debt securities (the "Debt Securities") of
the Company, and (ii) guarantees of the Debt Securities by the Guarantors (the
"Guarantees"). The Registration Statement includes a preliminary prospectus and
preliminary prospectus supplement relating to the proposed offering of
$200,000,000 aggregate principal amount of Senior Notes due 2011 (the "Notes")
and related Guarantees.
The Notes will be issued under an Indenture and Supplemental Indenture
among the Company, the Guarantors and U.S. Bank National Association, as trustee
(together, the "Indenture").
We have examined such documents and records and made such investigation
as we deemed appropriate or necessary, including examining the Registration
Statement and the form of Indenture filed as an exhibit to the Registration
Statement.
Based on the foregoing, subject to the limitations set forth herein and
having regard for such legal considerations we deem relevant, we are of the
opinion that:
1. When the terms of the Notes have been duly established and the
Notes have been duly executed and authenticated in accordance
with the terms of the Indenture and issued and sold as
contemplated in the Registration Statement, the Notes will
constitute legal, valid and binding obligations of the Company,
Corrections Corporation of America
April 28, 2003
Page 2
enforceable against the Company in accordance with their terms,
subject to (i) bankruptcy, insolvency, reorganization,
moratorium, fraudulent conveyance or similar laws of general
application relating to or affecting the enforcement of
creditors' rights and (ii) the effect of general equitable
principles including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive
relief, whether considered in a proceeding in equity or at law.
2. When the Notes have been duly executed and authenticated, and
the Notation of Guarantee is endorsed thereon, in accordance
with the terms of the Indenture, and the Notes have been issued
and sold as contemplated in the Registration Statement, the
Guarantees will constitute valid and legally binding obligations
of the Guarantors, enforceable against the Guarantors in
accordance with their terms, subject to (i) bankruptcy,
insolvency, reorganization, moratorium, fraudulent conveyance or
similar laws of general application relating to or affecting the
enforcement of creditors' rights and (ii) the effect of general
equitable principles including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive
relief, whether considered in a proceeding in equity or at law.
3. When the Indenture has been duly executed and delivered by the
parties thereto, the Indenture will constitute a valid and
legally binding obligation of the Company and the Guarantors,
enforceable against the Company and the Guarantors in accordance
with its terms, subject to (i) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar
laws of general application relating to or affecting the
enforcement of creditors' rights and (ii) the effect of general
equitable principles including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing and the
possible unavailability of specific performance or injunctive
relief, whether considered in a proceeding in equity or at law,
and further as enforcement thereof may be limited by
requirements that a claim (or foreign currency judgment in
respect of such claim) with respect to any Debt Securities
denominated in other than United States dollars be converted
into United States dollars at a rate of exchange prevailing on a
date determined pursuant to applicable law or governmental
authority to limit, delay or prohibit the making of payments
outside the United States.
This opinion is confined to and is given on the basis of the laws of the
State of New York as they exist on the date hereof. In giving this opinion, we
have, with your permission, relied, without independent investigation, as to
matters of Tennessee law (including, without limitation, due authorization by
certain of the Guarantors), upon the opinion of even date herewith of Bass,
Berry & Sims PLC, as to matters of California law (including, without
Corrections Corporation of America
April 28, 2003
Page 3
limitation, due authorization by Ronald Lee Suttles Tri-County Extradition,
Inc.), upon the opinion of even date herewith of Fullerton, Lemann, Schaefer &
Dominick, and, as to matters of Maryland law (including, without limitation, due
authorization by the Company), upon the opinion of even date herewith of Miles &
Stockbridge, P.C.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reliance by Bass, Berry & Sims PLC upon this
opinion as to matters of New York law in rendering their opinion of even date
herewith filed as an exhibit to the Registration Statement. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended.
Very truly yours,
/s/ Sidley Austin Brown & Wood LLP