Exhibit 5.1



                       (BASS, BERRY & SIMS PLC LETTERHEAD)



                                 April 28, 2003




Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215


         RE:      $700,000,000 AGGREGATE OFFERING PRICE OF SECURITIES OF
                  CORRECTION CORPORATION OF AMERICA (THE "COMPANY")
                  5,786,457 SHARES OF COMMON STOCK OF CORRECTIONS CORPORATION
                  OF AMERICA

Dear Ladies and Gentlemen:

         In connection with the registration statement on Form S-3 (the
"Registration Statement") filed on April 2, 2003 with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act"), you have requested our opinion with respect to the matters
set forth below.

         You have provided us with a draft prospectus (the "Prospectus") which
is a part of the Registration Statement. The Prospectus provides that it will be
supplemented in the future by one or more supplements to the Prospectus (each a
"Prospectus Supplement"). The Prospectus as supplemented by various Prospectus
Supplements will provide for the registration by the Company of 5,786,457 shares
of Common Stock, par value $0.01 per share ("Common Stock") to be sold by
selling stockholders and 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") to be issued pursuant to an Indenture between the
Company and U.S. Bank National Association as Trustee, which may be supplemented
for any series of Debt Securities (the "Indenture") (ii) guarantees of the Debt
Securities made by one or more of your wholly owned subsidiaries listed as
co-registrants in the Registration Statement (the "Guarantees"), (iii) one or
more series of preferred stock, par value $0.01 per share (the "Preferred
Stock"), (iv) shares of Common Stock, or (v) warrants to purchase Common Stock
(the "Warrants"). The Debt Securities, the Guarantees, Preferred Stock, Common
Stock and Warrants are collectively referred to herein as the "Securities." Any
Debt Securities may be exchangeable and/or convertible into shares of Common
Stock or Preferred Stock. The Preferred Stock may also be exchangeable for
and/or convertible into shares of Common Stock or another series of Preferred
Stock.




Corrections Corporation of America
April 28, 2003
Page 2



        In our capacity as your counsel in connection with the Registration
Statement, we are familiar with the proceedings taken and proposed to be taken
by the Company in connection with the authorization and issuance of the
Securities, and for the purposes of this opinion, have assumed that such
proceedings will be timely completed in the manner presently proposed. In
addition, we have made such legal and factual examinations and inquiries,
including an examination of originals and copies certified or otherwise
identified to our satisfaction of such documents, corporate records and
instruments, as we have deemed necessary or appropriate for purposes of this
opinion.

        In our 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, and the conformity to authentic original documents
of all documents submitted to us as copies.

        We have been furnished with, and with your consent have exclusively
relied upon, certificates of officers of the Company with respect to certain
factual matters. In addition, we have obtained and relied upon such certificates
and assurances from public officials as we have deemed necessary. This opinion
letter is given, and all statements herein are made, in the context of the
foregoing.

        In rendering this opinion, we are relying, with your approval, to the
extent that the laws of Maryland are relevant, upon an opinion letter of Miles &
Stockbridge, P.C., as your special counsel, and to the extent that the laws of
New York are relevant, upon an opinion of Sidley Austin Brown & Wood LLP, as
your special counsel, each addressed to you and of even date herewith, with
respect to the matters addressed herein.

        Subject to the foregoing and the other matters set forth herein, it is
our opinion that as of the date hereof:

        1. When (a) 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 and duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of such Indenture and as contemplated
by the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (b) when the Registration Statement and any required
post-effective amendment thereto and any and all Prospectus Supplement(s)
required by applicable laws have all become effective under the Securities Act,
and (c) assuming that the terms of the Debt Securities as executed and delivered
are as described in the Registration Statement, the Prospectus and the related
Prospectus Supplement(s), and (d) assuming that the Debt Securities as executed
and delivered do 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 (e) assuming that the Debt Securities as executed and delivered comply with
all requirements and restrictions, if any, applicable to the Company, whether
imposed by any court or governmental or regulatory body having jurisdiction over
the Company, and (f) assuming that the Debt Securities are then issued and sold
as contemplated in the Registration Statement, the Prospectus and the related
Prospectus





Corrections Corporation of America
April 28, 2003
Page 3



Supplement(s), the Debt Securities will constitute valid and legally binding
obligations of the Company, enforceable against the Company in accordance with
the terms of the Debt Securities.

        2. When (a) the Debt Securities and Guarantees have been duly
established in accordance with the Indenture (including, without limitation, the
adoption by the Board of Directors of the Company or of its Subsidiaries (or
comparable proceedings of the managing board or entity of any subsidiary that is
not a corporation) of a resolution duly authorizing the issuance and delivery of
the Debt Securities and Guarantees), duly authenticated by the Trustee and duly
executed and delivered on behalf of the Company and the relevant subsidiaries of
the Company against payment therefor in accordance with the terms and provisions
of such Indenture and as contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s), and (b) when the
Registration Statement and any required post-effective amendment thereto and any
and all Prospectus Supplement(s) required by applicable laws have all become
effective under the Securities Act, and (c) assuming that the terms of the Debt
Securities and related Guarantees as executed and delivered are as described in
the Registration Statement, the Prospectus and the related Prospectus
Supplement(s), and (d) assuming that the Debt Securities and related Guarantees
as executed and delivered do not violate any law applicable to the Company or
relevant subsidiaries of the Company or result in a default under or breach of
any agreement or instrument binding upon the Company or relevant subsidiaries of
the Company, and (e) assuming that the Debt Securities as executed and delivered
comply with all requirements and restrictions, if any, applicable to the
Company, and the Guarantees comply with all requirements and restrictions, if
any, applicable to the relevant subsidiaries of the Company making the
guarantees, in any case whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company or such subsidiaries, and
(f) assuming that the Debt Securities and the related Guarantees are then issued
and sold as contemplated in the Registration Statement, the Prospectus and the
related Prospectus Supplement(s), the Guarantees will constitute valid and
legally binding obligations of such subsidiaries, enforceable against such
subsidiaries in accordance with the terms of the Guarantees.

        3. When a new class or series of Preferred Stock has been duly
established in accordance with the terms of the Amended and Restated Charter, as
amended, 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, 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 upon
issuance and delivery of and payment for such shares in the manner contemplated
by the Registration Statement, the Prospectus 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.



Corrections Corporation of America
April 28, 2003
Page 4


        4. 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 and upon issuance and delivery of and payment
for such shares in the manner contemplated by the Registration Statement, the
Prospectus and the related Prospectus Supplement(s) and by such resolution, such
shares of Common Stock being issued by the Company (including any Common Stock
duly issued (i) upon the exchange or conversion of any 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 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 hereunder are validly
issued, fully paid and non-assessable.

        5. (a) When a warrant agreement relating to the Warrants has been duly
authorized, 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, and (c) when the
Registration Statement and any required post-effective amendment thereto and any
and all Prospectus Supplement(s) required by applicable law have all become
effective under the Securities Act and (d) assuming that the terms of the
Warrants as executed and delivered are as described in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), and (e)
assuming that the Warrants, as executed and delivered, do 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 (f) assuming that the
Warrants as executed and delivered comply with all requirements and
restrictions, if any, applicable to the Company, whether imposed by any court or
governmental or regulatory body having jurisdiction over the Company, and (g)
assuming that the Warrants are then issued and sold as contemplated in the
Registration Statement, the Prospectus and the Prospectus Supplement(s), the
Warrants, will constitute valid and legally binding obligations of the Company,
enforceable against the Company in accordance with their terms.

        6. When (a) the Registration Statement and any required post-effective
amendment thereto and any and all Prospectus Supplement(s) required by
applicable laws have all become effective under the Securities Act, and (b) when
the Debt Securities have been duly executed and delivered by all parties
thereto, and (c) assuming that the applicable Indenture does 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 (d) assuming that the
applicable Indenture complies with all requirements and restrictions, if any,
applicable to the Company, whether imposed by any court or governmental or
regulatory body having jurisdiction over the Company, and (e) assuming that the
Debt Securities are then issued and sold as contemplated in the Registration
Statement, the Prospectus and the related Prospectus Supplement(s), such
Indenture will constitute the valid and legally binding obligation of the
Company, enforceable against the Company under the laws of the State of New York
in accordance with the terms of such Indenture.

        The opinions set forth in paragraphs 1, 2, 5 and 6 above are subject to
the following exceptions, limitations and qualifications: (i) the effect of
bankruptcy, insolvency, reorganization, moratorium or other similar laws now or
hereafter in effect relating to or






Corrections Corporation of America
April 28, 2003
Page 5


affecting the rights or remedies of creditors; and (ii) the effect of general
principles of equity, whether enforcement is considered in a proceeding in
equity or at law, and the discretion of the court before which any proceeding
therefor may be brought.

        To the extent that the obligations of the Company under any applicable
Indenture may be dependent on such matters, we assume for purposes of this
opinion that the Trustee is duly organized, validly existing and in good
standing under the laws of its jurisdiction of organization; that the Trustee is
duly qualified to engage in the activities contemplated by such Indenture; that
such Indenture has been duly authorized, executed and delivered by the Trustee
and constitutes the legally valid, binding and enforceable obligation of the
Trustee, enforceable against the Trustee in accordance with its terms; that the
Trustee is in compliance, generally and with respect to acting as a trustee
under such Indenture, with all applicable laws and regulations; and that the
Trustee has the requisite organizational and legal power and authority to
perform its obligations under such Indenture.

        We acknowledge that Sidley Austin Brown & Wood LLP will rely on the
opinions set forth herein as to matters of Tennessee and Delaware law in giving
certain opinions on the date hereof and we consent to that reliance. We consent
to your filing this opinion as an exhibit to the Registration Statement and to
the reference to our firm under the caption "Legal Matters" in the Prospectus
included therein. In giving this consent, we do not thereby admit that we are an
"expert" within the meaning of the Securities Act of 1933, as amended.

        This opinion is rendered solely in connection with the transactions
covered hereby. This opinion may not be relied upon for any other purpose
without our prior written consent.



                                               Very truly yours,

                                               /s/ Bass, Berry & Sims PLC