EX-5.1 3 g86183a2exv5w1.htm OPINION OF AKERMAN SENTERFITT Opinion of Akerman Senterfitt
 

EXHIBIT 5.1

[Letterhead of Akerman Senterfitt]

January 26, 2004

The Geo Group, Inc.
621 NW 53rd Street, Suite 700
Boca Raton, Florida 33487

     
Re:   The Geo Group, Inc.
Form S-3 Shelf Registration Statement

Ladies and Gentlemen:

     We have acted as counsel to The Geo Group, Inc., a Florida corporation (the “Company”), in connection with the proposed issuance and sale from time to time by the Company, of (i) shares of its common stock, $0.01 par value per share (the “Common Stock”) (ii) the preferred share purchase rights that automatically attach to the Common Stock pursuant to the Rights Agreement, dated October 9, 2003, by and between the Company and EquiServe Trust Company, N.A., as Rights Agent (the “Preferred Share Purchase Rights”), (iii) shares of its preferred stock, $0.01 par value per share (the “Preferred Stock” and together with the Common Stock, the “Equity Securities”), (iv) debt securities of the Company (the “Debt Securities”), (v) warrants to purchase shares of Equity Securities (the “Equity Warrants”), (vi) warrants to purchase Debt Securities (the “Debt Warrants”), and (vii) depositary shares of the Company (the “Depositary Shares”), with an aggregate offering price of up to $200,000,000 (the Common Stock, the Preferred Share Purchase Rights, the Preferred Stock, the Debt Securities, the Equity Warrants, the Debt Warrants and the Depositary Shares are each referred to herein as a “Security,” and are collectively referred to as the “Securities”). The Securities may be issued and sold by the Company pursuant to a registration statement on Form S-3 (“Registration Statement”) filed by the Company with the Securities Exchange Commission (the “Commission”) on January 20, 2004.

     As your counsel in connection with this opinion, we have examined such corporate records, documents, and instruments of the Company and reviewed such questions of law as we have deemed necessary for the purpose of rendering the opinions set forth herein and we have examined the proceedings proposed to be taken by the Company relating to the issuance and sale by the Company of the Securities. We have also examined the Registration Statement as filed with the Commission in accordance with the provisions of the Securities Act of 1933, as amended (the “Act”), and the rules and regulations of the Commission thereunder.

 


 

The Geo Group, Inc.
January 26, 2004
Page 2

     We are of the opinion that upon completion of the procedures set forth in the Registration Statement proposed to be taken by the Company, the Securities with an aggregate offering price of $200,000,000 that may be issued and sold by the Company, in the case of the Common Stock, the Preferred Share Purchase Rights and the Preferred Stock, will be legally issued, fully paid and nonassessable when issued and sold and, in the case of the Preferred Share Purchase Rights, the Debt Securities, the Equity Warrants, the Debt Warrants and the Depositary Shares, will be binding obligations of the Company when issued and sold.

     We hereby consent to the filing of this opinion with the Commission in connection with the filing of the Registration Statement referred to above. We also consent to the use of our name in the related prospectus and prospectus supplement under the heading “Legal Matters.”

       
    Very truly yours,
 
    /s/ Akerman Senterfitt