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Exhibit 5.2
[Miles & Stockbridge P.C.
Letterhead]
July 19, 2000
Prison Realty Trust, Inc.
10 Burton Hills Boulevard
Nashville, TN 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-______) (the
"Registration Statement"), we have examined such records, certificates and
documents as we deemed necessary for the purpose of this opinion. Based on that
examination, 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 nonassessable.
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. Additionally, we understand that Stokes Bartholomew Evans & Petree,
P.A. will rely on our opinion in giving its opinion letter to you on the date
hereof and we consent to that reliance. 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,
MILES & STOCKBRIDGE P.C.
