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                                                                       EXHIBIT 5


                                  June 30, 1998



CCA Prison Realty Trust
10 Burton Hills Boulevard
Suite 100
Nashville, Tennessee 37215

         Re:  1998 Non-Employee Trustees' Compensation Plan

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 50,000 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 Trust 1998 Non-Employee
Trustees' Compensation 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 including Articles
Supplementary, (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
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.



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CCA Prison Realty Trust
June 29, 1998
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         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.
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