1
                                                                     Exhibit 5.1


                      [Letterhead of Stokes & Bartholomew]


                                September , 1998




Ladies and Gentlemen:

         We have acted as counsel to CCA Prison Realty Trust (the "Company") 
in connection with the Registration Statement on Form S-3, filed on September
16, 1998, by the Company with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to the offer and sales of up to
$500,000,000 of aggregate initial offering price of (a) common shares, par value
$0.01 per share (the "Common Shares"); (b) rights or warrants to purchase Common
Shares (the "Common Share Purchase Rights"); and (c) preferred shares, par value
$0.01 per share (the "Preferred Shares"). The Common Shares, the Common Share
Purchase Rights and the Preferred Shares are referred to as the "Offered
Securities." The Prospectus set forth in the Registration Statement (the
"Prospectus") provides that the Offered Securities may be offered separately or
together, in separate series, and in amounts, at prices and on terms to be set
forth in one or more supplements to the Prospectus (each, a "Prospectus
Supplement"). This opinion is being provided to you in connection with the
filing of the Registration Statement.

         We have examined the originals or copies, certified or otherwise
identified to our satisfaction, of all such records of the Company and all such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company, and such other documents, certificates and other
records as we have deemed necessary or appropriate as a basis for the opinions
set forth herein, including (i) the Amended and Restated Declaration of Trust,
including Articles Supplementary, of the Company, as amended to the date hereof
(the "Declaration of Trust"), (ii) the Amended and Restated By-Laws of the
Company, as amended to the date hereof (the "By-Laws"), and (iii) certified
copies of certain resolutions duly adopted by the Board


   2



of Trustees of the Company. As to factual matters material to the opinions set
forth below we have relied, without investigation, upon the representations and
statements of the Company in the Registration Statement and in such certificates
of government officials and officers of the Company as we have deemed necessary
for the purpose of the opinions expressed herein.

         We have assumed that: (i) prior to the issuance of any Common Shares or
Preferred Shares (or Offered Securities convertible into Common Shares or
Preferred Shares), the Company will have a sufficient number of authorized but
unissued Common or Preferred Shares authorized under its Declaration of Trust
and will comply with all other applicable requirements of Maryland law; (ii) the
issuance, sale, amount and terms of the Offered Securities to be sold from time
to time will be authorized by action of the Board of Trustees of the Company
(the "Resolutions") and in accordance with its Declaration of Trust, By-Laws and
applicable Maryland law; and (iii) the Common Share Purchase Rights have been
issued in accordance with the terms of any applicable rights or warrant
agreement.

         The opinions stated herein are limited to the federal laws of the
United States, the laws of the State of Tennessee, the General Corporation Law
of the State of Maryland and Title 8 of the Corporations and Associations
Article of the Annotated Code of Maryland. The opinions expressed below with
respect to the valid and binding nature of any Offered Securities are subject to
the effect of applicable bankruptcy, insolvency, reorganization, moratorium or
similar laws affecting creditors' rights generally and the application of
general principles of equity, whether in a proceeding in equity or at law.

         Based upon and subject to the conditions and limitations set forth
herein, we are of the opinion that:

         1. When the Registration Statement has become effective under the Act
and payment for such Common Shares has been made (a) in the manner contemplated
by the applicable Resolutions, the Registration Statement, the Prospectus and
the applicable Prospectus Supplement and, if applicable, an underwriting
agreement relating to the issuance of such shares, or (b) pursuant to the
conversion of validly issued and fully paid and non-assessable Preferred Shares
in accordance with the established terms of such Preferred Shares, the exercise
of validly issued Common Share Purchase Rights in accordance with the terms
thereof, and the certificates representing such Common Shares are authenticated
and delivered, such Common Shares issued will be duly authorized, validly
issued, fully paid and non-assessable by the Company.

         2. When the Registration Statement has become effective under the Act
and a series of the Preferred Shares has been duly authorized and established in
accordance with the applicable Resolutions, the terms of the Declaration of
Trust and applicable Maryland law, and upon payment for Preferred Shares in the
manner contemplated by the applicable Resolutions, the Registration Statement,
the Prospectus and the applicable Prospectus Supplement


   3


and, if applicable, an underwriting agreement relating to the issuance of such
Preferred Shares, and certificates representing such Preferred Shares are
authenticated and delivered, such Preferred Shares will be duly authorized,
validly issued, fully paid and non-assessable.

         3. When the Registration Statement has become effective under the Act
and the Common Share Purchase Rights have been duly established by any
applicable rights or warrant agreement and duly authenticated by any agent
required under such agreements and duly authorized and established by the
applicable Resolutions, and the Common Share Purchase Rights have been duly
executed and delivered on behalf of the Company against payment therefor in
accordance with the terms and provisions of the applicable Resolutions, any
applicable rights or warrant agreement and as contemplated by the Registration
Statement, the Prospectus and the applicable Prospectus Supplement and, if
applicable, an underwriting agreement relating to the issuance of such Common
Share Purchase Rights, the Common Share Purchase Rights will be duly authorized
and will constitute valid and binding obligations of the Company.

         We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement and to the use of our name as it appears
under the caption "Legal Matters" in the Prospectus contained in such
Registration Statement.

                                         Very truly yours,

                                         Stokes & Bartholomew, P.A.