EXHIBIT 5.5



                        [Miles & Stockbridge Letterhead]



                                 April 28, 2003



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

Re:   Prospectus Supplement to Registration Statement on Form S-3 (Common Stock)

Ladies and Gentlemen:

         We have acted as special Maryland counsel to Corrections Corporation of
America, a Maryland corporation (the "Company"), in connection with the
preparation of a Prospectus Supplement (the "Prospectus Supplement") to a
Registration Statement on Form S-3, as amended (Registration No. 333-104240, the
"Registration Statement"), filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1993, as amended (the "Securities Act"),
with respect to 6,400,000 shares of the Company's common stock, $0.01 par value
per share (the "Common Stock"), to be offered by the Company and 1,200,000
shares of Common Stock to be offered by the selling stockholder (together with
an over-allotment option of 1,140,000 shares made available to the underwriters
by the selling stockholder) as described in the Registration Statement and the
Prospectus Supplement.

         We have examined the Registration Statement and Prospectus Supplement,
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. We have relied as to certain factual
matters on information obtained from public officials and officers of the
Company. Based on that examination and subject to the assumptions and
qualifications set forth herein, we are of the opinion that:

         1. The Common Stock has been duly and validly authorized and upon
issuance and delivery of and payment for the Common Stock in the manner
contemplated by the Registration Statement and the Prospectus Supplement, the
Common Stock will be validly issued, fully paid and nonassessable; and

         2. The shares of Common Stock to be sold by the selling stockholder
under the Registration Statement and the Prospectus Supplement are validly
issued, fully paid and nonassessable.




Corrections Corporation of America
April 28, 2003
Page 2


         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 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 Supplement and to the filing of this opinion letter
with the Registration Statement as an exhibit 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/ J.W. Thompson Webb
                                       -----------------------------------------
                                       Principal