1
                                                                      Exhibit 5

                                  July 18, 1997




CCA Prison Realty Trust
2200 Abbott Martin Road
Suite 201
Nashville, Tennessee  37215

         Re:      1997 Employee Share Incentive Plan
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to CCA Prison Realty Trust, a Maryland real
estate investment trust (the "Company"), in connection with the filing of a
Registration Statement on Form S-8 (the "Registration Statement") with the
Securities and Exchange Commission (the "Commission"), pursuant to the
Securities Act of 1933, as amended (the "Act"). The Registration Statement
relates to the registration by the Company of an aggregate of 1,700,000 common
shares of the Company, $0.01 par value per share (the "Shares"), to be offered
and sold pursuant to the terms of the CCA Prison Realty 1997 Employee Share
Incentive Plan (the "Plan").

         As counsel to the Company we have examined original,
photostatic or certified copies of the following documents: (i) the Registration
Statement, (ii) the Company's Amended and Restated Declaration of Trust, (iii)
the By-laws of the Company, as amended, (v) the Plan, (vi) certificates of the
Company's officers and excerpts of minutes of meetings of the Board of
Trustees, and (vii) such other instruments, agreements, and certificates as we
have deemed necessary or appropriate.

         In performing our examination, we have assumed without inquiry the
genuineness of all signatures appearing on all documents, the legal capacity of
all persons signing such documents, the authenticity of all documents submitted
to us as originals, the conformity with originals of all documents submitted to
us as copies, the accuracy and completeness of all records made
available to us by the Company, and the truth and accuracy of all
facts set forth in all


   2

CCA Prison Realty Trust
July 18, 1997
Page 2


certificates provided to or examined by us. We have also assumed that all Shares
issued pursuant to the Plan will be issued for consideration deemed to be
adequate by the Company's Board of Trustees. We have relied as to certain
factual matters on representations made to us by officers of the Company.

         Based upon the foregoing and the further qualifications stated below,
we are of the opinion that the Shares have been duly authorized and, when issued
and sold pursuant to the terms and conditions of the Plan, will be validly
issued, fully paid and nonassessable.

         The foregoing opinion is limited to the laws of the State of Maryland 
and the federal laws of the United States of America. With respect to the laws
of the State of Maryland, we are relying on the opinion of Miles & Stockbridge,
A Professional Corporation, special Maryland counsel to the Company. We express
no opinion as to matters governed by the laws of any other jurisdiction.
Furthermore, no opinion is expressed herein as to the effect of any future acts
of the Company or changes in existing law. The opinions expressed herein are
rendered as of the date hereof, and we do not undertake to advise you of any
changes after the date hereof in the law or the facts presently in effect that
would alter the scope or substance of the opinion herein expressed.

         This letter expresses our legal opinion as to the foregoing matters
based on our professional judgment at this time; it is not, however, to be
construed as a guaranty, or a warranty that a court considering such matters
would not rule in a manner contrary to the opinion set forth above.

         We hereby consent to the filing of this opinion with the Commission as
an exhibit 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 Act or the General Rules and Regulations of the Commission
thereunder.

                                          Very truly yours,



                                          /s/ Stokes & Bartholomew, P.A.
                                          STOKES & BARTHOLOMEW, P.A.