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                                                                       Exhibit 5







                                  July 10, 1998



Corrections Corporation of America
10 Burton Hills Boulevard
Nashville, TN 37215

         Re:      Corrections Corporation of America
                  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to Corrections Corporation of America (the
"Company") in the preparation of the Registration Statement on Form S-8 (the
"Registration Statement") relating to the Company's Non-Employee Directors'
Compensation Plan (the "Plan") filed by the Company with the Securities and
Exchange Commission covering 100,000 shares (the "Shares") of common stock,
$1.00 par value per share, issuable pursuant to 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 Charter, (iii) the Company's By-laws, (iv) the Plan, (v)
certificates of the Company's officers and excerpts of minutes of meetings of
the Board of Directors, (vi) the Company's Registration Statement on Form 8-B
previously filed by the Company with the Securities and Exchange Commission (the
"Commission") on July 10, 1997, 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 corporate 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 Directors. We have relied as to
certain factual matters on representations made to us by officers of the
Company.



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Corrections Corporation of America
July 10, 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 Tennessee
and the federal laws of the United States of America. 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,



                                               STOKES & BARTHOLOMEW, P.A.


                                               /s/ STOKES & BARTHOLOMEW, P.A.