Exhibit 8.1


                      (BASS, BERRY & SIMS PLC LETTERHEAD)


                                 April 28, 2003


Corrections Corporation of America
10 Burton Hills Blvd.
Nashville, Tennessee 37215

Ladies and Gentlemen:

        We have acted as counsel to Corrections Corporation of America (the
"Company") in connection with the proposed offering by the Company of Senior
Notes due 2011 (the "Notes") as described in the Registration Statement on Form
S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"). The
Registration Statement includes a preliminary prospectus relating to such
offering of Notes, which will be issued pursuant to an indenture and supplement
thereto between the Company and the trustee named therein (an "Indenture").

        We have reviewed the originals or copies of (i) the Registration
Statement and the preliminary prospectus included therein, (ii) the Indenture
attached as an exhibit to the Registration Statement, including the forms of the
Notes annexed thereto, and (iii) such other documents as we have deemed
necessary or appropriate as a basis for the opinions set forth below.

        Based on the foregoing, the statements in the Registration Statement set
forth under the caption "Material U.S. Federal Income Tax Considerations,"
constitute our opinion of the material U.S. federal income tax considerations
applicable to the offering of the Notes. In arriving at the opinion expressed
above, we have assumed that (i) the Indenture will be duly authorized by all
necessary corporate action on the part of the parties thereto and will be duly
executed and delivered by the parties thereto substantially in the form attached
as an exhibit to the Registration Statement, (ii) the Notes will be duly
executed and delivered in substantially the forms set forth in the Indenture
attached as an exhibit to the Registration Statement, (iii) the Notes will be
sold as described in the Registration Statement and (iv) the parties to the
transactions involving the issuance of the Notes will comply (without waiver)
with all of the provisions of the Indenture and the other documents prepared and
executed in connection with such transactions.



Corrections Corporation of America
April 28, 2003
Page 2


        You should be aware that the above opinions are based on our
interpretations of current law, including court authority and existing final and
temporary U.S. Treasury regulations, which law is subject to change both
prospectively and retroactively. Our opinions are not binding on the Internal
Revenue Service or a court and there can be no assurance that the Internal
Revenue Service will not take a contrary position or that a court would agree
with our opinions if litigated. Our opinion is rendered as of the date hereof
and we assume no obligation to update or supplement this opinion or any matter
related to this opinion to reflect any change of fact, circumstances or law
after the date hereof. In the event any one of the statements, representations
or assumptions we have relied upon to issue this opinion is incorrect, our
opinion might be adversely affected.

         This opinion is rendered solely in connection with the Registration
Statement. We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. We also consent to all references to Bass, Berry & Sims
PLC included in or made part of the Registration Statement. In giving this
consent, we do not admit that we are in the category of persons whose consent is
required by Section 7 of the Act or the rules and regulations promulgated
thereunder by the Securities and Exchange Commission. This opinion may not be
relied upon by you for any other purpose, or relied upon by any other person,
firm or corporation for any purpose, without our prior written consent.

         No opinion has been sought and none has been given concerning the tax
treatment of the issuance and sale of the Notes under the laws of any other
country or any state or locality.

                                       Very truly yours,


                                       /s/ Bass, Berry & Sims PLC