<PAGE> 1
Exhibit 5.1
[Stokes Bartholomew Evans & Petree, P.A.
Letterhead]
July 19, 2000
Prison Realty Trust, Inc.
10 Burton Hills Boulevard
Nashville, Tennessee 37215
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, (the "Act") of the shares of common stock, $0.01 par value per share
(the "Common Stock") of Prison Realty Trust, Inc., a Maryland corporation (the
"Company"), on its Registration Statement on Form S-4 (No. 333-_____) and a
related Registration Statement on Form S-4 to register additional shares of
Common Stock filed on the date hereof pursuant to Rule 462(b) (the "Registration
Statement"), we have examined such records, certificates and documents as we
deemed necessary for the purpose of this opinion. In addition, we have relied on
that certain opinion of Miles & Stockbridge P.C., special Maryland counsel to
the Company. Based on that examination and in such reliance, we advise you that
in our opinion the Common Stock has been duly and validly authorized and, when
issued upon the terms set forth in the Registration Statement, will be legally
issued, fully paid and non-assessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving our consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7 of the
Act or the rules and regulations of the Securities and Exchange Commission
thereunder. The opinion expressed herein is limited to the matters set forth in
this letter, and no other opinion should be inferred beyond the matter expressly
stated.
Very truly yours,
STOKES BARTHOLOMEW EVANS & PETREE, P.A.
