1


                                                                     EXHIBIT 5.1

            [LETTERHEAD OF STOKES BARTHOLOMEW EVANS & PETREE, P.A.]


                               September 12, 2001


Corrections Corporation of America
10 Burton Hills Blvd.
Nashville, Tennessee 37215

         Re:    Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as counsel to Corrections Corporation of America, a
Maryland corporation (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 2,500,000 shares
of common stock, $0.01 par value per share, of the Company (the "Shares") to be
issued pursuant to the terms of Corrections Corporation of America 2000 Stock
Incentive Plan (the "Plan").

         As counsel to the Company, we have examined original, photostatic or
certified copies of the following documents: (i) the Plan; (ii) the Registration
Statement; (iii) the Company's Amended and Restated Charter and Second Amended
and Restated Bylaws; (iv) certificates of the Company's officers and excerpts of
minutes of meetings of the Board of Directors; and (v) 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 Directors, where applicable. 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.


   2


Corrections Corporation of America
September 12, 2001
Page 2


         The foregoing opinion is limited to the laws of the State of Tennessee,
the General Corporation Law 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 P.C., 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 person 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
                                                EVANS & PETREE, P.A.