EXHIBIT 5.1
(BASS, BERRY & SIMS PLC LETTERHEAD)
April 1, 2004
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215
Re: Offer for All Outstanding 7.5% Senior Notes Due 2011 of
Corrections Corporation of America in Exchange for 7.5% Senior
Notes Due 2011 of Corrections Corporation of America -
Registration Statement on Form S-4
Ladies and Gentlemen:
We have acted as counsel to Corrections Corporation of America, a
Maryland corporation (the "Company"), and the Guarantors (as defined below) in
connection with the public offering of up to $200,000,000 aggregate principal
amount of 7.5% Senior Notes Due 2011 (the "New Notes") of the Company that are
to be guaranteed on an unsecured senior basis (the "Guarantees") by the
subsidiaries of the Company listed on Schedule I attached hereto (the subsidiary
guarantors set forth on Schedule I attached hereto being collectively referred
to herein as the "Guarantors"). The New Notes are to be issued pursuant to an
exchange offer (the "Exchange Offer") in exchange for a like principal amount
and denomination of the Company's issued and outstanding 7.5% Senior Notes Due
2011 (the "Old Notes"), as contemplated by the Registration Rights Agreement
dated as of August 8, 2003 (the "Registration Rights Agreement"), by and among
the Company, the Guarantors and the Initial Purchasers (as defined therein). The
Old Notes were issued, and the New Notes will be issued, under that certain
Indenture dated as of May 7, 2003, as amended and supplemented by that certain
(i) Supplemental Indenture dated as of May 7, 2003 (the "Supplemental
Indenture"), (ii) First Supplement to the Supplemental Indenture dated as of
August 8, 2003, and (iii) Second Supplement to the Supplemental Indenture dated
as of August 8, 2003 (collectively, the "Indenture"), each of which is among the
Company, the Guarantors and U.S. Bank National Association as Trustee (the
"Trustee").
This opinion is being furnished in accordance with the
requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of
1933, as amended (the "Securities Act").
In connection with this opinion, we have examined originals or
copies, certified or otherwise identified to our satisfaction, of (i) the
Registration Statement on Form S-4 of the Company relating to the Exchange
Offer, as filed with the Securities and Exchange Commission (the "Commission")
on the date hereof (the "Registration Statement"); (ii) an executed copy of the
Registration Rights Agreement; (iii) an executed copy of the Indenture;
Corrections Corporation of America
April 1, 2004
Page 2
(iv) the Form T-1 of the Trustee filed as an exhibit to the Registration
Statement; (v) the form of the New Notes; and (vi) executed copies of the
Guarantees. We also have examined and relied upon originals or copies, certified
or otherwise identified to our satisfaction, of such records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate in order to express the opinions hereinafter set forth.
In our examination, we have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to original documents of
all documents submitted to us as certified, facsimile, conformed or photostatic
copies and the authenticity of the originals of such latter documents. In making
our examination of documents executed or to be executed, we have assumed that
the parties thereto other than the Company and the Guarantors had or will have
the power, corporate or other, to enter into and perform all obligations
thereunder and have also assumed the due authorization by all requisite action,
corporate or other, and execution and delivery by such parties of such documents
and the validity and binding effect of such documents on such parties.
We have relied on the opinions of Miles & Stockbridge P.C. to the
effect that the Company is validly existing and in good standing under the laws
of the State of Maryland and has the corporate power under such laws to enter
into and perform its obligations under the New Notes and the Indenture, and has
duly authorized, executed and delivered the Indenture. In addition, we have
relied on the opinions of Fullerton, Lemann, Schaefer & Dominick, LLP to the
effect that Ronald Lee Suttles Tri-County Extradition, Inc., a California
corporation, is validly existing and in good standing under the laws of the
State of California and has the corporate power under such laws to enter into
and perform its obligations under the Guarantees and the Indenture, and has duly
authorized, executed and delivered the Guarantees and the Indenture.
In connection with this opinion, we have assumed that the
Registration Statement will have become effective, and that the New Notes will
be issued and sold in compliance with applicable federal and state securities
laws and in the manner described in the Registration Statement.
As to any facts material to the opinion expressed herein that have
not been independently established or verified, we have relied upon the oral or
written statements and representations of officers and other representatives of
the Company, the Guarantors and others.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
1. When the New Notes (in the form examined by us) have been duly
executed and authenticated in accordance with the terms of the Indenture and
have been delivered upon consummation of the Exchange Offer against receipt of
Old Notes surrendered in exchange therefor in accordance with the terms of the
Exchange Offer, the Registration Rights Agreement and the Indenture, the New
Notes will constitute valid and binding obligations of
Corrections Corporation of America
April 1, 2004
Page 3
the Company, entitled to the benefits of the Indenture and enforceable against
the Company in accordance with their terms, except that the enforcement thereof
may be limited by (A) bankruptcy, insolvency, reorganization, moratorium,
fraudulent conveyance or similar laws now or hereafter in effect relating to or
affecting the enforcement of creditors' rights generally and (B) general
principles of equity, including, without limitation, concepts of materiality,
reasonableness, good faith and fair dealing and the possible unavailability of
specific performance or injunctive relief (regardless of whether enforceability
is considered in a proceeding at law or in equity).
2. When the New Notes have been duly executed and authenticated in
accordance with the terms of the Indenture and have been issued and delivered
upon consummation of the Exchange Offer against receipt of Old Notes surrendered
in exchange therefor in accordance with the terms of the Exchange Offer, the
Registration Rights Agreement and the Indenture, and each of the Guarantees has
been attached thereto in accordance with the Exchange Offer, each Guarantee will
constitute the valid and binding obligation of each Guarantor a party thereto,
enforceable against each such Guarantor in accordance with its terms, except
that the enforcement thereof may be limited by (A) bankruptcy, insolvency,
reorganization, moratorium, fraudulent conveyance or similar laws now or
hereafter in effect relating to or affecting the enforcement of creditors'
rights generally and (B) general principles of equity, including, without
limitation, concepts of materiality, reasonableness, good faith and fair dealing
and the possible unavailability of specific performance or injunctive relief
(regardless of whether enforceability is considered in a proceeding at law or in
equity).
We assume no obligation to advise you of changes in law or fact
(or the effect thereof on the opinions expressed herein) that hereafter may come
to our attention.
This opinion is given in connection with the Registration
Statement and may not be relied upon for any other purpose. We hereby consent to
the reference to our law firm in the Registration Statement under the caption
"Legal Matters" and the filing of this opinion with the Commission as Exhibit 5
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/ Bass, Berry & Sims PLC
SCHEDULE I
LIST OF GUARANTORS
STATE OR OTHER JURISDICTION OF
INCORPORATION OR ORGANIZATION AND
NAME OF GUARANTOR FORM OF ORGANIZATION
----------------- --------------------
CCA of Tennessee, Inc. Tennessee
Prison Realty Management, Inc. Tennessee
Technical and Business Institute of America, Inc. Tennessee
TransCor America, LLC Tennessee
CCA International, Inc. Delaware
CCA Properties of America, LLC Tennessee
CCA Properties of Arizona, LLC Tennessee
CCA Properties of Tennessee, LLC Tennessee
CCA Properties of Texas, L.P. Delaware
Ronald Lee Suttles Tri-County Extradition, Inc. California