EXHIBIT (5)
[HASKELL SLAUGHTER & YOUNG, L.L.C. LETTERHEAD]
December 15, 2000
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
Attention: Legal Department
RE: REGISTRATION STATEMENT ON FORM S-4
Gentlemen:
We have served as counsel to HEALTHSOUTH Corporation, a Delaware
corporation (the "Company"), in connection with the proposed exchange offer (the
"Exchange Offer") which is more fully described in the Registration Statement on
Form S-4 (SEC File No. 333-49636) filed under the Securities Act of 1933, as
amended, with the Securities and Exchange Commission on November 9, 2000 (the
"Registration Statement"), to exchange its 10-3/4% Senior Subordinated Notes due
2008 (the "Exchange Notes"), for an equal principal amount of the Company's
outstanding 10-3/4% Senior Subordinated Notes due 2008 (the "Private Notes").
This opinion is furnished to you pursuant to the requirements of Form S-4.
In connection with this opinion, we have examined and are familiar with
originals or copies (certified or otherwise identified to our satisfaction) of
such documents, corporate records and other instruments relating to the
formation of the Company and the authorization and issuance of the Exchange
Notes as we have deemed necessary and appropriate.
Based upon the foregoing, and having regard for such legal considerations
as we have deemed relevant, it is our opinion that:
1. The Exchange Notes have been duly authorized; and
2. Upon issuance, exchange and delivery of the Exchange Notes as
contemplated in the Registration Statement, the Exchange Notes will be legally
issued and will constitute the valid and binding obligations of the Company.
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HEALTHSOUTH Corporation
December 15, 2000
Page 2
We do hereby consent to the reference to our Firm in the Prospectus which
forms a part of the Registration Statement, and to the filing of this opinion as
an Exhibit thereto.
Very truly yours,
Haskell Slaughter & Young, L.L.C.
By /s/ F. Hampton McFadden, Jr.
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F. Hampton McFadden, Jr.
