EXHIBIT 5.2
[Letterhead of Miles & Stockbridge P.C.]
January 23, 2006
Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215
Re: Prospectus Supplement to Registration Statement on Form S-3 (Senior Notes)
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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, dated January 18, 2006 (the "Prospectus
Supplement"), to a Registration Statement on Form S-3 (Registration No.
333-131072, the "Registration Statement"), filed by the Company with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Securities Act"), with respect to the issuance by the Company of
$150,000,000 aggregate principal amount of its 6.75% Senior Notes due 2014 (the
"Notes").
For purposes of giving the opinion set forth in this letter, we have
examined the following: (a) the Registration Statement, (b) the Prospectus
Supplement, (c) the proposed form of the Indenture relating to the Notes (the
"Original Indenture"), (c) the proposed form of Supplemental Indenture pursuant
to which the Notes are proposed to be issued (together with the Original
Indenture, the "Indenture"), (d) the form of the Notes attached as an exhibit to
the Indenture, and (e) such other documents, corporate records, laws and
regulations as we have deemed necessary for the purpose of giving the opinions
expressed in this letter.
Based upon that examination and subject to the assumptions and
qualifications set forth herein, we are of the opinion that the Indenture has
been duly authorized by the Company and, when the Indenture and the Notes have
been duly executed and delivered by the Company and the Notes have been duly
authenticated by the trustee named in the Indenture and delivered on behalf of
the Company against payment therefor in accordance with the terms and provisions
of the Indenture and as contemplated by the Registration Statement and the
Prospectus Supplement, the Notes will, to the extent Maryland law is applicable,
constitute valid and legally binding obligations of the Company, enforceable
against the Company in accordance with their terms, subject to applicable
bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and
other laws affecting creditors' rights and remedies generally, and subject, as
to
Corrections Corporation of America
January 23, 2006
Page 2
enforceability, to general principles of equity, including principles of
commercial reasonableness, good faith, and fair dealing (regardless of whether
enforcement is sought in a proceeding at law or in equity).
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 point out that the Indenture and the Notes are, according to
their terms, to be construed in accordance with and governed by the laws of the
State of New York. 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 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
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Principal