(a)
|
The Registration Statement;
|
(b)
|
The Prospectus;
|
(c)
|
The certified articles of organization or certificates of organization of the Specified Guarantors, as certified by the Secretary of State offices of the State
of Tennessee and the State of Delaware, as applicable, as of a recent date;
|
(d)
|
The operating agreements of the Specified Guarantors;
|
(e)
|
The certificates signed by officers of CoreCivic and the Subsidiary Guarantors with respect to various factual matters;
|
(f)
|
The Indenture, including the Notes and the Guarantees;
|
(g)
|
The Underwriting Agreement;
|
(h)
|
Evidence of good standing from the Secretary of State offices of the State of Tennessee and the State of Delaware for each of the Specified Guarantors, as
applicable, issued as of a recent date; and
|
(i)
|
Such other documents we have deemed appropriate or necessary for issuance of this opinion.
|
1.
|
The Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Specified Guarantors.
|
2.
|
The Guarantees have been duly authorized by proper action of the governing bodies of each of the Specified Guarantors in accordance with their governing
documents.
|
3.
|
The Notes have been duly authorized, executed, authenticated, issued and delivered in accordance with the Underwriting Agreement and the Indenture, and have
been issued and sold as contemplated in the Registration Statement and the Prospectus. The Guarantees have been duly authorized, executed, issued and delivered in accordance with the Underwriting Agreement and the Indenture.
|
4.
|
The Notes are the legally valid and binding obligations of CoreCivic, enforceable against CoreCivic in accordance with their terms.
|
5.
|
The Guarantees are legally valid and binding obligations of the Subsidiary Guarantors and enforceable against the Subsidiary Guarantors in accordance with
their respective terms.
|
6.
|
Each of the Specified Guarantors has the requisite limited liability company power to execute, deliver and perform its respective obligations under the
Underwriting Agreement, including guaranteeing the Notes pursuant to the terms of, and to perform its obligations under, the Indenture.
|
Very truly yours,
|
|
/s/ Bass, Berry & Sims PLC
|
Corporation or LLC
|
Jurisdiction
of
Organization
|
|
CoreCivic, Inc.
|
Maryland
|
|
ACS Corrections of Texas, L.L.C.
|
Texas
|
|
Avalon Corpus Christi Transitional Center, LLC
|
Texas
|
|
Avalon Correctional Services, Inc.
|
Nevada
|
|
Avalon Transitional Center Dallas, LLC
|
Texas
|
|
Avalon Tulsa, L.L.C.
|
Oklahoma
|
|
Carver Transitional Center, L.L.C.
|
Oklahoma
|
|
CCA Health Services, LLC
|
Tennessee
|
|
CCA International, LLC
|
Delaware
|
|
CCA South Texas, LLC
|
Maryland
|
|
CoreCivic, LLC
|
Delaware
|
|
CoreCivic Government Solutions, LLC
|
Maryland
|
|
CoreCivic of Tallahassee, LLC
|
Maryland
|
|
CoreCivic of Tennessee, LLC
|
Tennessee
|
|
CoreCivic TRS, LLC
|
Maryland
|
|
Correctional Alternatives, LLC
|
California
|
|
Correctional Management, Inc.
|
Colorado
|
|
EP Horizon Management, LLC
|
Texas
|
|
Fort Worth Transitional Center, L.L.C.
|
Oklahoma
|
|
Green Level Realty, LLC
|
Colorado
|
|
National Offender Management Systems, LLC
|
Colorado
|
|
Prison Realty Management, LLC
|
Tennessee
|
|
Recovery Monitoring Solutions Corporation
|
Texas
|
|
Rocky Mountain Offender Management Systems, LLC
|
Colorado
|
|
Southern Corrections Systems of Wyoming, L.L.C.
|
Oklahoma
|
|
Technical and Business Institute of America, LLC
|
Tennessee
|
|
Time To Change, Inc.
|
Colorado
|
|
TransCor America, LLC
|
Tennessee
|
|
Turley Residential Center, L.L.C.
|
Oklahoma
|
•
|
CCA International, LLC
|
•
|
CoreCivic, LLC
|
•
|
CoreCivic of Tennessee, LLC
|
•
|
CCA Health Services, LLC
|
•
|
Prison Realty Management, LLC
|
•
|
Technical and Business Institute of America, LLC
|
•
|
TransCor America, LLC
|