EXHIBIT (5)

                [Letterhead of Haskell Slaughter Young & Rediker, L.L.C.]

                                  June 28, 2002

HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama  35243

         Re:      Registration Statement on Form S-8
                  Regarding Amended and Restated 1993
                  Consultants Stock Option Plan

Gentlemen:

         We have  served as  counsel  for  HEALTHSOUTH  Corporation,  a Delaware
corporation  (the  "Company"),  in connection  with the  registration  under the
Securities  Act of 1993,  as amended,  of an aggregate of 1,000,000  shares (the
"Shares") of the Company's authorized Common Stock, par value $.01 per share, to
be issued to participants of the above-referenced plan (the "Plan"), pursuant to
the  Company's   Registration  Statement  on  Form  S-8  relating  thereto  (the
"Registration  Statement").  This  opinion is  furnished  to you pursuant to the
requirements of Form S-8.

         In connection with this opinion,  we have examined or are familiar with
the originals or copies (certified or otherwise  identified to our satisfaction)
of such  documents,  corporate  records  and other  instruments  relating to the
incorporation of the Company and to the authorization and issuance of the Shares
as we have deemed  necessary and appropriate in order to enable us to render the
opinion  below.  In our  examination,  we have  assumed the  genuineness  of all
signatures,  the legal capacity of all natural persons,  the authenticity of all
documents submitted to us as originals,  the conformity to original documents of
all documents submitted to us as certified, conformed or photostatic copies, and
the authenticity of the originals of such copies.

         Based  upon  the   foregoing,   and   having   regard  for  such  legal
considerations we have deemed relevant, it is our opinion that:

         1. The Shares have been duly authorized; and

         2. Upon issuance,  sale and delivery of the Shares as  contemplated  in
the  Registration  Statement  and the Plan,  the Shares will be legally  issued,
fully paid and nonassessable.

         We hereby  consent to the  filing of this  opinion as an Exhibit to the
Registration Statement.

                                Very truly yours,

                                HASKELL SLAUGHTER YOUNG & REDIKER, L.L.C.



                                By  /s/ Robert E. Lee Garner
                                  --------------------------
                                      Robert E. Lee Garner