EX-5.5 8 d449092dex55.htm EX-5.5 EX-5.5

Exhibit 5.5

October 13, 2017

CoreCivic, Inc.

10 Burton Hills Boulevard

Nashville, Tennessee 37215

Ladies and Gentlemen:

We have acted as counsel to Avalon Tulsa, L.L.C., Carver Transitional Center, L.L.C., Fort Worth Transitional Center, L.L.C., Southern Corrections Systems of Wyoming, L.L.C., and Turley Residential Center, L.L.C. (the “Oklahoma Guarantors”) in connection with their guarantee of $250,000,000 aggregate principal amount of 4.75% Senior Notes due 2027 (collectively, the “Notes”) to be issued by CoreCivic, Inc., a Maryland corporation. The Notes are being issued under an Indenture dated September 25, 2015 (the “Base Indenture”), by and among CoreCivic, Inc. and U.S. Bank National Association, as Trustee (the “Trustee”), as supplemented and amended by a Second Supplemental Indenture dated October 13, 2017 (the “Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), by and among CoreCivic, Inc., the other guarantors party thereto, and the Trustee. The Notes are being guaranteed by the Oklahoma Guarantors on a senior unsecured basis pursuant to the guarantee included in the Indenture (the “Guarantee”).

Documents Reviewed

We have reviewed the following documents:

 

  (i) Indenture;

 

  (ii) Underwriting Agreement dated October 11, 2017, between CoreCivic, Inc., Merrill Lynch, Pierce, Fenner & Smith Incorporated, and J.P. Morgan Securities, LLC and SunTrust Robinson Humphrey, Inc., as representatives of the underwriters named therein (the “Underwriting Agreement”);

 

  (iii) Registration Statement on Form S-3ASR (No. 333-204234) (as amended, the “Registration Statement”) by CoreCivic, Inc., a Maryland corporation, and the subsidiary guarantors listed in the Registration Statement, and the base prospectus contained therein as supplemented by the prospectus supplement, dated October 11, 2017 (collectively, the “Prospectus”);

 

  (iv) Articles of Organization of the Oklahoma Guarantors as certified by the Oklahoma Secretary of State on October 3, 2017;


  (v) Operating Agreements of the Oklahoma Guarantors as certified by the sole member of the Oklahoma Guarantor as of October 13, 2017;

 

  (vi) Written consent of the sole member of the Oklahoma Guarantors as certified by David Garfinkle, the Executive Vice President and Chief Financial Officer of the each of the Oklahoma Guarantors and Scott Irwin, the Executive Vice President, General Counsel and Secretary of each of the Oklahoma Guarantors, as of October 13, 2017; and

 

  (vii) Certificates regarding the good standing of the Oklahoma Guarantors issued by the Oklahoma Secretary of State on October 3, 2017.

Opinions

Based upon the foregoing, it is our opinion that:

1. Each of the Oklahoma Guarantors validly exists as a limited liability company in good standing in Oklahoma.

2. Each of the Oklahoma Guarantors has the limited liability company power to execute and deliver the Underwriting Agreement and the Indenture to which it is a party and to perform its respective obligations thereunder, including its guarantee of the Notes.

3. Each of the Oklahoma Guarantors has duly authorized the execution, delivery, and performance of the Underwriting Agreement and the Indenture to which it is a party by all necessary limited liability company action.

4. The Supplemental Indenture and the Underwriting Agreement have been duly executed and delivered by the Oklahoma Guarantors.

Qualifications, Limitations, Assumptions, and Exceptions

The opinions in this letter are subject to the following qualifications, limitations, assumptions, and exceptions:

(a) The opinion in 1 above is based solely on our review of the documents described in (iii) and (vii) above.

(b) By “validly existing” in the opinion in 1 above we mean each Oklahoma Guarantor is a limited liability company under the Oklahoma Limited Liability Company Act.

(c) We have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as copies, and the authenticity of the originals of such copies.

 

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(d) We have assumed the Oklahoma Guarantors have physically delivered the executed Supplemental Indenture and the executed Underwriting Agreement without condition and with the intention to be immediately bound by it.

(e) We have assumed that each of the persons whose consent is required to authorize Oklahoma Guarantors to execute and deliver the Underwriting Agreement and Supplemental Indenture, (a) if an entity, exists in good standing under the law of the jurisdiction of its formation; and (ii) has taken all action necessary or received all necessary authorizations under any applicable organizational documents and applicable law to authorize the execution and delivery of the Underwriting Agreement and Supplemental Indenture by the Oklahoma Guarantors and the performance of their obligations thereunder.

(f) This opinion is based only on the laws of the State of Oklahoma. We express no opinion about the laws of any other state or jurisdiction.

(g) We have not been involved in the preparation of any registration statement or in the negotiation, preparation, or execution of any indentures or any of the related agreements executed or delivered in connection therewith. We have been retained solely for the purpose of rendering certain opinions under Oklahoma law. This opinion letter is provided as a legal opinion only, effective as of the date of this letter, and not as representations or warranties of fact.

The qualifications, limitations, assumptions, and exceptions in this letter are material to the opinions expressed in this letter, and the inaccuracy of any assumptions could render these opinions inaccurate.

We have prepared this opinion letter in accordance with customary practice for the preparation and interpretation of opinions of this type. We have assumed, and your acceptance of this letter shall confirm, that you (alone or with your counsel) are familiar with this customary practice.

We consent to the filing of this opinion letter as an exhibit to the Registration Statement on or about the date hereof, to the incorporation by reference of this opinion letter into the Registration Statement, and to the reference to our firm in the Prospectus under the caption “Legal Matters.” In giving this consent, we do not admit that we are within the category of persons whose consent is required by Section 7 of the Securities Act or the rules and regulations of the Commission.

 

Very truly yours,
/s/ McAfee & Taft

 

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