0000950123-10-065324.txt : 20110428 0000950123-10-065324.hdr.sgml : 20110428 20100713211237 ACCESSION NUMBER: 0000950123-10-065324 CONFORMED SUBMISSION TYPE: CORRESP PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20100713 FILER: COMPANY DATA: COMPANY CONFORMED NAME: GEO GROUP INC CENTRAL INDEX KEY: 0000923796 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-FACILITIES SUPPORT MANAGEMENT SERVICES [8744] IRS NUMBER: 650043078 STATE OF INCORPORATION: FL FISCAL YEAR END: 1228 FILING VALUES: FORM TYPE: CORRESP BUSINESS ADDRESS: STREET 1: 621 NW 53RD STREET STREET 2: SUITE 700 CITY: BOCA RATON STATE: FL ZIP: 33487 BUSINESS PHONE: 561-893-0101 MAIL ADDRESS: STREET 1: 621 NW 53RD STREET STREET 2: SUITE 700 CITY: BOCA RATON STATE: FL ZIP: 33487 FORMER COMPANY: FORMER CONFORMED NAME: WACKENHUT CORRECTIONS CORP DATE OF NAME CHANGE: 19940525 CORRESP 1 filename1.htm corresp

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July 13, 2010
 
VIA FACSIMILE AND EDGAR
Jay Ingram
Legal Branch Chief
United States Securities and Exchange Commission
Division of Corporation Finance
100 F Street, N.E.
Washington, D.C. 20549
     
RE:
  The GEO Group, Inc.
 
  Amendment No. 3 to Form S-4
 
  Filed July 13, 2010
 
  File No. 333-166525
Dear Mr. Ingram:
     On behalf of The GEO Group, Inc. (“GEO”), we hereby respond to the Staff’s comment letter, dated July 13, 2010, regarding the above referenced Amendment No. 3 to Form S-4 (“Amendment No. 3”). Please note that we are simultaneously filing Amendment No. 4 to Form S-4 (“Amendment No. 4”). We are providing a courtesy copy via e-mail and three copies of Amendment No. 4 marked to show changes from Amendment No. 3. Please note that, for the Staff’s convenience, we have recited the Staff’s comment in boldface type and provided our response to the comment immediately thereafter.
Exhibit 5.1
  1.   Please have counsel confirm to us that it concurs with our understanding that its reference in its legal opinion to the “corporate laws of the State of Florida” includes all statutory provisions and reported judicial decisions interpreting such laws. Please have counsel file this confirmation as correspondence on EDGAR.

 

 

Jay Ingram, Legal Branch Chief
July 13, 2010
Page 2
     Response:
     We acknowledge the Staff’s comment. We hereby concur with your understanding and confirm that the reference in our 5.1 opinion to the “corporate laws of the State of Florida” in the statement "[t]he opinion expressed herein is limited to the federal securities laws of the United States of America and the corporate laws of the State of Florida and we express no opinion as to the effect on the matters covered of the laws of any other jurisdiction,” includes all statutory provisions of the Florida Business Corporation Act and reported judicial decisions interpreting such laws of the State of Florida.
Exhibit 8.1
  2.   Please have counsel delete the last clause of the penultimate paragraph of its tax opinion: “or that we are experts within the meaning of Section 11 of the Securities Act or the rules and regulations of the SEC promulgated thereunder.”
     Response:
     In response to the Staff’s comment, we have revised the disclosure in Exhibit 8.1 to Amendment No. 4.
  3.   Please have counsel delete the limitation in the last paragraph regarding who may rely on the tax opinion.
     Response:
     In response to the Staff’s comment, we have revised the disclosure in Exhibit 8.1 to Amendment No. 4.
  4.   Please have counsel consent to the use of the opinion contained in the prospectus discussion.
     Response:
     In response to the Staff’s comment, we have revised the disclosure in Exhibit 8.1 to Amendment No. 4.
Exhibit 8.2
  5.   Please have counsel consent to the use of the opinion contained in the prospectus discussion.
     Response:
     Exhibit 8.2 to Amendment No. 4 has been revised in response to the Staff’s oral and written comments. Additionally, as requested in conversations with the Staff, the language regarding “experts” in Exhibit 8.2 has been revised; however, we believe that the Staff’s position regarding the statement concerning “experts” may be inconsistent with prior comments made by the Staff on other transactions and we respectfully reserve the right in the future to appeal the Staff’s position.

 

 

Jay Ingram, Legal Branch Chief
July 13, 2010
Page 3
     We believe the responses provided above fully address the Staff’s comments. If you have any questions, please call the undersigned at 305-755-5812.
         
  Sincerely,

AKERMAN SENTERFITT
 		  
  /s/ Jose Gordo  
  Jose Gordo   
  For the Firm   
 
     
cc:  
Securities and Exchange Commission
   
Hagen Ganem, Esq., Staff Attorney
   
Jeanne Baker, Assistant Chief Accountant
   
Nudrat Salik, Staff Accountant
   
 
   
The GEO Group, Inc.
   
John J. Bulfin, Esq., Senior Vice President and General Counsel
   
 
   
Cornell Companies, Inc.
   
Cathryn L. Porter, Esq., General Counsel
   
 
   
Hogan Lovells US LLP
   
Daniel Keating, Esq.
   
 
   
Akerman Senterfitt
   
Stephen K. Roddenberry, Esq.
   
Esther L. Moreno, Esq.