EXHIBIT 5.1
BASS, BERRY & SIMS PLC
Attorneys at Law
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A PROFESSIONAL LIMITED LIABILITY COMPANY
AmSouth Center
315 Deaderick Street, Suite 2700
Nashville, Tennessee 37238-3001
(615) 742-6200
January 17, 2006
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215
Re: Shelf Registration of Securities of Corrections Corporation of America
(the "Company")
Ladies and Gentlemen:
In connection with the automatic shelf registration statement on Form
S-3 (the "Registration Statement"), filed on January 17, 2006 with the
Securities and Exchange Commission under Rule 462(e) of 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: (i) secured or
unsecured debt securities, in one or more series, which may be either senior,
senior subordinated or subordinated debt securities (the "Debt Securities"),
(ii) guarantees of obligations under 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") or (iv) any combination of the
foregoing, including by way of units consisting of more than one security
("units"). The Debt Securities, the Guarantees, Preferred Stock and Units are
collectively referred to herein as the "Securities." Any Debt Securities may be
exchangeable and/or convertible into shares of Preferred Stock. The Preferred
Stock may also be exchangeable for and/or convertible into shares of another
series of Preferred Stock.
Each series of Debt Securities will be issued pursuant to a note in the
form filed as an exhibit to the Registration Statement or as an exhibit to a
document filed under the Exchange Act and incorporated into the Registration
Statement by reference (the "Note") and to an indenture (as amended or
supplemented from time to time, the "Indenture") relating to Debt Securities
between the Company and U.S. Bank National Association, as trustee (the
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January 17, 2006
"Trustee"). Each Unit will be issued pursuant to a unit agreement substantially
in a form that will be filed as an exhibit to a post-effective amendment to the
Registration Statement or as an exhibit to a document filed under the Exchange
Act and incorporated into the Registration Statement by reference ("Unit
Agreement").
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 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 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.
We are opining herein as to the effect on the subject transaction only
of the federal securities laws of the United States, and the laws of the State
of Tennessee, the General Corporation Law of the State of Delaware and the
General Corporation Law of the State of Maryland, and we express no opinion with
respect to the applicability thereto, or the effect thereon, of the laws of any
other jurisdiction or as to any matters of municipal law or the laws of any
local agencies within any state. As to subsidiaries organized under the laws of
jurisdictions other than Tennessee or Delaware, we have assumed that the laws of
such jurisdiction are the same as the laws of the State of Tennessee. With
respect to the opinions set forth in paragraphs 1, 2, 4 and 5 below, we have
assumed that the laws of the State of New York are the same as the laws of the
State of Tennessee. 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, addressed to you
and us and of even date herewith, with respect to the matters addressed herein,
which opinion is attached as Annex 1 hereto.
This opinion letter is provided for use solely in connection with the
transactions contemplated by the Registration Statement and may not be used,
circulated, quoted or otherwise relied upon for any other purpose without our
express written consent. No opinion may be
Corrections Corporation of America
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January 17, 2006
implied or inferred beyond the opinion expressly stated in the numbered
paragraphs below. Our opinion expressed herein is as of the date hereof, and we
undertake no obligation to advise you of any changes in applicable law or any
other matters that may come to our attention after the date hereof that may
affect our opinion expressed herein.
Based on the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion that:
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) 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 (c) 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 (d) 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 (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), 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) 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 (c) 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 (d) 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 (e) 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.
Corrections Corporation of America
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January 17, 2006
3. The Company has the authority pursuant to its Amended and Restated
Charter, as amended, to issue up to 50,000,000 shares of Preferred Stock. When a
new series of Preferred Stock has been duly established in accordance with the
terms of the Amended and Restated Charter 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 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 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 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.
4. When (a) the Debt Securities have been duly executed and delivered
by all parties thereto, and (b) 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 (c) 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 (d) 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
Corrections Corporation of America
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January 17, 2006
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.
5. When, as and if (a) the appropriate corporate action has been taken
by the Company to authorize the form, terms, execution and delivery of a Unit
Agreement (including a form of certificate evidencing the Units) and (b) the
Units with such terms are duly executed, attested, issued and delivered by duly
authorized officers of the Company against payment in the manner provided for in
the Unit Agreement and such corporate action, then, upon the happening of such
events, such Units will be validly issued and will constitute valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms.
The opinions set forth in paragraphs 1, 2, 4 and 5 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 affecting the rights or remedies of
creditors; (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; (iii) the
unenforceability under certain circumstances under law or court decisions of
provisions providing for the indemnification of or contribution to a party with
respect to a liability where such indemnification or contribution is contrary to
public policy; and (iv) we express no opinion with respect to whether
acceleration of Debt Securities may affect the collectibility of any portion of
the stated principal amount thereof which might be determined to constitute
unearned interest thereon.
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 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 only to you and is solely for your benefit in
connection with the transactions covered hereby. This opinion may not be relied
upon by you for any other purpose, or furnished to, quoted to or relied upon by
any other person, firm or corporation for any purpose, without our prior written
consent.
Very truly yours,
/s/ Bass, Berry & Sims PLC