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                                                                     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:   Corrections Corporation of America - Registration Statement on
               Form S-1

Ladies and Gentlemen:

         We have acted as counsel to Corrections Corporation of America, a
Maryland corporation formerly known as Prison Realty Trust, Inc. and Prison
Realty Corporation (the "Company"), in connection with the filing of a
Registration Statement on Form S-1 (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 3,455,237 shares
of its common stock, $0.01 par value per share (the "Common Stock" and the
"Shares", respectively). The Prospectus set forth in the Registration Statement
(the "Prospectus") provides that the Shares, which are issuable upon the
conversion of the Company's $41.1 Million 10% Convertible Subordinated Notes,
due December 31, 2008 (the "Notes"), may be sold from time to time by the
holders of the Notes following the conversion of the Notes. This opinion is
being provided in connection with the filing of the Registration Statement.

         As counsel to the Company, we have examined original, photostatic or
certified copies of the following documents: (i) the indenture and other
documents governing the Notes; (ii) the Registration Statement, including the
Prospectus included therein; (iii) the Company's Amended and Restated Charter
(the "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
of the Company; and (v) such other instruments, agreements and certificates as
we have deemed necessary or appropriate.


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Corrections Corporation of America
September 12, 2001
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         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 assumed that prior to the
issuance of the Shares, the Company will have a sufficient number of authorized
but unissued shares of Common Stock under the Charter and will comply with all
other applicable requirements of Maryland law. 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 as described in the Registration Statement and related Prospectus, will
be validly issued, fully paid and nonassessable.

         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 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 EVANS & PETREE, P.A.