EX-5.2 3 d57512dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

[Letterhead of Maynard, Cooper & Gale, P.C.]

September 21, 2020

Encompass Health Corporation

9001 Liberty Parkway

Birmingham, Alabama 35242

Ladies and Gentlemen:

We have acted as counsel to Encompass Health Corporation, a Delaware corporation (the “Company”), and special counsel to each of the subsidiaries of the Company named on Schedule I attached hereto (the “Subsidiary Guarantors”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) of a Registration Statement on Form S-3 (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended (the “Securities Act”), of the offering of an unspecified amount of the following types of securities (the “Securities”), among others: (i) senior, subordinated or junior subordinated debt securities of the Company (which may be secured or unsecured), and which may be issued in one or more series (the “Debt Securities”) pursuant to one or more indentures, as may be supplemented (each an “Indenture” and, collectively, the “Indentures”), entered into or proposed to be entered into by the Company, and (ii) guarantees of the Debt Securities (the “Guarantees”) by certain of the Company’s current and future subsidiaries, including the Subsidiary Guarantors, pursuant to the Indentures. The Securities may be issued, sold or delivered from time to time pursuant to Rule 415 under the Securities Act. The offering of the Securities will be as set forth in the base prospectus, dated as of September 21, 2020, forming a part of the Registration Statement (the “Prospectus”), as supplemented by one or more supplements to the Prospectus (each supplement, a “Prospectus Supplement”).

We are opining herein solely as to the internal laws of the State of New York. We express no opinion with respect to the applicability thereto, or the effect thereon, of the federal laws of the United States or the laws of any other jurisdiction or as to any matters of municipal law or the laws of any local agencies within the State of New York. Additionally, we are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation or any state “blue sky” securities law relating to the Securities or the offering, issuance or sale thereof.


Encompass Health Corporation

September 21, 2020

Page 2

 

In rendering our opinions herein, we have examined originals or copies of the following documents:

(i)    the Registration Statement;

(ii)    the Prospectus;

(iii)    certain resolutions adopted by the board of directors of the Company relating to the registration of the Securities and certain related matters;

(iv)    certain resolutions adopted by the board of directors, board of managers or partners, as applicable, and any resolutions authorizing the same, of each Subsidiary Guarantor, relating to the registration of the Securities and certain related matters; and

(v)    that certain Indenture, dated as of December 1, 2009, between the Company and Wells Fargo Bank, National Association, as successor to The Bank of Nova Scotia Trust Company of New York, as trustee, filed as an exhibit to the Registration Statement.

In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of officers of the Company and the Subsidiary Guarantors and of public officials and other instruments as we have deemed necessary or advisable for the purposes of rendering these opinions. We have assumed the genuineness of all signatures, the legal capacity of each natural person signing any document reviewed by us, the authority of each person signing in a representative capacity (other than with respect to the Company and the Subsidiary Guarantors) any document reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us or filed with the Commission as conformed and certified or reproduced copies, and the absence of duress, fraud or mutual mistake of material facts on the part of the parties to any agreement with respect to which an opinion is expressed herein. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations herein set forth, we are of the opinion that:

(1)    When (i) the applicable Indenture has been duly authorized, executed and delivered by all necessary corporate action of the Company, (ii) the specific terms of a particular series of Debt Securities have been duly established in accordance with the terms of the applicable Indenture, and authorized by all necessary corporate action of the Company, and (iii) such Debt Securities have been duly executed, authenticated, issued and delivered against payment therefor in accordance with the terms of any applicable underwriting agreement and the applicable Indenture and issued and sold as contemplated in the Registration Statement, the Prospectus and any Prospectus Supplement relating thereto, and as contemplated by such corporate action, such Debt Securities will be the legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.


Encompass Health Corporation

September 21, 2020

Page 3

 

(2)    When (i) the specific terms of any Guarantees of such series of Debt Securities and the terms of the offering thereof have been (A) duly established in conformity with the applicable Indenture, so as not to violate applicable law or rule or regulation thereunder applicable to the Subsidiary Guarantors, affect the enforceability of such Guarantees or result in a default under or breach of any agreement or instrument binding on the Subsidiary Guarantors, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over the Subsidiary Guarantors and (B) duly authorized by proper action of the governing body in accordance with the governing documents of the Subsidiary Guarantors, and (ii) such Guarantees have been duly executed, authenticated, issued and delivered in accordance with any applicable underwriting agreement and the applicable Indenture and issued and sold as contemplated in the Registration Statement, the Prospectus and any Prospectus Supplement relating thereto, and as contemplated by such corporate action, such Guarantee will be a legally valid and binding obligation of such Subsidiary Guarantor, enforceable against such Subsidiary Guarantor in accordance with its terms.

The opinions expressed in paragraphs 1 and 2 above with respect to the valid and binding nature of obligations of the Securities may be limited by the following exceptions, limitations and qualifications: (i) the effect of bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers); (ii) the exercise of judicial discretion and the application of principles of equity, good faith, fair dealing, reasonableness, conscionability and materiality (regardless of whether the Securities are considered in a proceeding in equity or at law); (iii) the unenforceability under certain circumstances under law or court decisions of provisions providing for the indemnification of or contribution to a party with respect to a liability where such indemnification or contribution is contrary to public policy; and (iv) the unenforceability of any provision requiring the payment of attorneys’ fees, where such payment is contrary to law or public policy. The opinions rendered herein do not include opinions with respect to compliance with laws relating to permissible rates of interest.

Our opinion is rendered as of the date hereof, and we assume no obligation to revise or supplement this opinion in the event of any future changes in the facts or laws relating to the matters covered by this opinion.

This opinion is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K, as promulgated by the Commission under the Securities Act, and is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond those expressly stated.

We hereby consent to the filing of this opinion letter as an exhibit to the Registration Statement and to the reference to our firm under the heading “Legal Matters” in the Prospectus


Encompass Health Corporation

September 21, 2020

Page 4

 

included therein. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

 

Sincerely,
/s/ Maynard, Cooper & Gale, P.C.


SCHEDULE I

Subsidiary Guarantors

 

Guarantor

   State of
Incorporation or
Organization

A&B Home Health Solutions, LLC

   Delaware

Abba Home Health, L.P.

   Texas

Advanced Homecare Holdings, Inc.

   Delaware

Advanced Homecare Management, Inc.

   Delaware

AHM Action Home Health, LP

   Texas

AHM Texas GP, LLC

   Delaware

AHM Texas LP, Inc.

   Delaware

Apex Hospice LLC

   Texas

Best Home Care LP

   Texas

Camellia Home Health of Alabama, LLC

   Alabama

Camellia Home Health of East Tennessee, LLC

   Delaware

Camellia Home Health of the Gulf Coast, LLC

   Mississippi

Camellia Hospice of Central Mississippi, LLC

   Mississippi

Camellia Hospice of East Louisiana, LLC

   Delaware

Camellia Hospice of Louisiana, LLC

   Delaware

Camellia Hospice of North Mississippi, LLC

   Mississippi

Camellia Hospice of Northeast Alabama LLC

   Alabama

Camellia Hospice of Northeast Mississippi, LLC

   Mississippi

Camellia Hospice of South Alabama, LLC

   Mississippi

Camellia Hospice of Southwest Mississippi, LLC

   Mississippi

Camellia Hospice of the Gulf Coast, LLC

   Mississippi

Camellia Medical Systems, Inc.

   Mississippi

CareServices of the Treasure Coast, LLC

   Florida

CareSouth Health System, Inc.

   Delaware

CareSouth HHA Holdings of Columbus, LLC

   Georgia

CareSouth HHA Holdings of Dothan, LLC

   Georgia

CareSouth HHA Holdings of Gainesville, LLC

   Georgia

CareSouth HHA Holdings of Greensboro, LLC

   Georgia

CareSouth HHA Holdings of Lexington, LLC

   Georgia

CareSouth HHA Holdings of North Florida, LLC

   Georgia

CareSouth HHA Holdings of Panama City, LLC

   Florida

CareSouth HHA Holdings of Richmond, LLC

   Delaware

CareSouth HHA Holdings of South Carolina, LLC

   Georgia

CareSouth HHA Holdings of Tallahassee, LLC

   Florida

CareSouth HHA Holdings of the Bay Area, LLC

   Georgia

CareSouth HHA Holdings of Valley, LLC

   Georgia

CareSouth HHA Holdings of Virginia, LLC

   Georgia

CareSouth HHA Holdings of Washington, LLC

   Georgia

CareSouth HHA Holdings of Western Carolina, LLC

   Georgia

CareSouth HHA Holdings of Winchester, LLC

   Georgia

CareSouth HHA Holdings, LLC

   Georgia

CareSouth Hospice, LLC

   Georgia

Continental Home Care, LLC

   Delaware

Continental Medical Systems, LLC

   Delaware


Guarantor

   State of
Incorporation or
Organization

Continental Rehabilitation Hospital of Arizona, Inc.

   Delaware

CS Health & Wellness, LLC

   Georgia

Day-By-Day Staff Relief, LLC

   Delaware

DOSIK, INC.

   Texas

DRC Health Systems, L.P.

   Texas

EHHI Holdings, Inc.

   Delaware

Encompass Health Acquisition Holdings Subsidiary, LLC

   Delaware

Encompass Health Acquisition Holdings, LLC

   Delaware

Encompass Health Alabama Real Estate, LLC

   Delaware

Encompass Health Arizona Real Estate, LLC

   Delaware

Encompass Health Arkansas Real Estate, LLC

   Delaware

Encompass Health Boise Holdings, LLC

   Delaware

Encompass Health Bryan Holdings, LLC

   Delaware

Encompass Health C Corp Sub Holdings, Inc.

   Delaware

Encompass Health California Real Estate, LLC

   Delaware

Encompass Health Central Arkansas Holdings, Inc.

   Delaware

Encompass Health Colorado Real Estate, LLC

   Delaware

Encompass Health Deaconess Holdings, LLC

   Delaware

Encompass Health Fairlawn Holdings, LLC

   Delaware

Encompass Health GKBJH Holdings, LLC

   Delaware

Encompass Health Gulfport Holdings, LLC

   Delaware

Encompass Health Home Health Corporation

   Delaware

Encompass Health Home Health Holdings, Inc.

   Delaware

Encompass Health Home Health of Alabama, LLC

   Delaware

Encompass Health Home Health of Birmingham, LLC

   Delaware

Encompass Health Home Health of Central Virginia, LLC

   Delaware

Encompass Health Home Health of Florida, LLC

   Delaware

Encompass Health Home Health of Kentucky, LLC

   Delaware

Encompass Health Home Health of New England, LLC

   Delaware

Encompass Health Home Health of Ohio, LLC

   Delaware

Encompass Health Hospice of Alabama, LLC

   Delaware

Encompass Health Hospice of Pennsylvania, LLC

   Delaware

Encompass Health Hospice of the Midwest, LLC

   Delaware

Encompass Health Hospice of the Southwest, LLC

   Delaware

Encompass Health Iowa Real Estate, LLC

   Delaware

Encompass Health Johnson City Holdings, LLC

   Delaware

Encompass Health Joint Ventures Holdings, LLC

   Delaware

Encompass Health Jonesboro Holdings, Inc.

   Delaware

Encompass Health Kansas Real Estate, LLC

   Delaware

Encompass Health Kentucky Real Estate, LLC

   Delaware

Encompass Health Littleton Holdings, LLC

   Delaware

Encompass Health Lubbock Holdings, LLC

   Delaware

Encompass Health Martin County Holdings, LLC

   Delaware

Encompass Health Maryland Real Estate, LLC

   Delaware

Encompass Health Massachusetts Real Estate, LLC

   Delaware

Encompass Health Midland Odessa Holdings, LLC

   Delaware

Encompass Health Myrtle Beach Holdings, LLC

   Delaware


Guarantor

   State of
Incorporation or
Organization

Encompass Health Nevada Real Estate, LLC

   Delaware

Encompass Health New Mexico Real Estate, LLC

   Delaware

Encompass Health Ohio Real Estate, LLC

   Delaware

Encompass Health Owned Hospitals Holdings, LLC

   Delaware

Encompass Health Pennsylvania Real Estate, LLC

   Delaware

Encompass Health Properties, LLC

   Delaware

Encompass Health Real Estate, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Abilene, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Albuquerque, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Altamonte Springs, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Arlington, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Austin, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Bakersfield, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Bluffton, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Braintree, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Cardinal Hill, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Charleston, LLC

   South Carolina

Encompass Health Rehabilitation Hospital of Cincinnati, LLC

   Delaware

Encompass Health Rehabilitation Hospital of City View, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Colorado Springs, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Columbia, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Concord, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Cypress, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Dallas, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Desert Canyon, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Dothan, Inc.

   Alabama

Encompass Health Rehabilitation Hospital of East Valley, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Erie, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Florence, Inc.

   South Carolina

Encompass Health Rehabilitation Hospital of Fort Smith, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Franklin, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Fredericksburg, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Gadsden, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Harmarville, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Henderson, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Humble, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Katy, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Kingsport, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Lakeview, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Largo, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Las Vegas, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Littleton, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Manati, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Mechanicsburg, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Miami, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Middletown, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Modesto, LLC

   Delaware


Guarantor

   State of
Incorporation or
Organization

Encompass Health Rehabilitation Hospital of Montgomery, Inc.

   Alabama

Encompass Health Rehabilitation Hospital of Murrieta, LLC

   Delaware

Encompass Health Rehabilitation Hospital of New England, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Newnan, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Nittany Valley, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Northern Kentucky, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Northern Virginia, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P.

   Delaware

Encompass Health Rehabilitation Hospital of Ocala, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Panama City, Inc.

   Florida

Encompass Health Rehabilitation Hospital of Pearland, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Petersburg, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Plano, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Reading, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Richardson, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Round Rock, LLC

   Delaware

Encompass Health Rehabilitation Hospital of San Antonio, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of San Juan, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Sarasota, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Scottsdale, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Shelby County, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Spring Hill, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Sugar Land, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Sunrise, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Tallahassee, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Texarkana, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of the Mid-Cities, LLC

   Delaware

Encompass Health Rehabilitation Hospital of The Woodlands, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Toms River, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Treasure Coast, Inc.

   Delaware

Encompass Health Rehabilitation Hospital of Tustin, L.P.

   Delaware

Encompass Health Rehabilitation Hospital of Utah, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Vineland, LLC

   Delaware

Encompass Health Rehabilitation Hospital of Western Massachusetts, LLC

   Massachusetts

Encompass Health Rehabilitation Hospital of York, LLC

   Delaware

Encompass Health Rehabilitation Hospital The Vintage, LLC

   Delaware

Encompass Health Rehabilitation Hospital Vision Park, LLC

   Delaware

Encompass Health Rehabilitation Institute of Tucson, LLC

   Alabama

Encompass Health Savannah Holdings, LLC

   Delaware

Encompass Health Sea Pines Holdings, LLC

   Delaware

Encompass Health Sewickley Holdings, LLC

   Delaware

Encompass Health South Carolina Real Estate, LLC

   Delaware

Encompass Health South Dakota Real Estate, LLC

   Delaware

Encompass Health Support Companies, LLC

   Delaware

Encompass Health Texas Real Estate, LLC

   Delaware

Encompass Health Tucson Holdings, LLC

   Delaware

Encompass Health Tulsa Holdings, LLC

   Delaware


Guarantor

   State of
Incorporation or
Organization

Encompass Health Tyler Holdings, Inc.

   Delaware

Encompass Health Utah Real Estate, LLC

   Delaware

Encompass Health Valley of The Sun Rehabilitation Hospital, LLC

   Delaware

Encompass Health Virginia Real Estate, LLC

   Delaware

Encompass Health Walton Rehabilitation Hospital, LLC

   Delaware

Encompass Health West Tennessee Holdings, LLC

   Delaware

Encompass Health West Virginia Real Estate, LLC

   Delaware

Encompass Health Westerville Holdings, LLC

   Delaware

Encompass Health Winston-Salem Holdings, LLC

   Delaware

Encompass Health Yuma Holdings, Inc.

   Delaware

Encompass Home Health of Austin, LLC

   Texas

Encompass Home Health of Colorado, LLC

   Delaware

Encompass Home Health of DFW, LLC

   Texas

Encompass Home Health of East Texas, LLC

   Delaware

Encompass Home Health of New England, LLC

   Delaware

Encompass Home Health of the Mid Atlantic, LLC

   Delaware

Encompass Home Health of the Midwest, LLC

   Delaware

Encompass Home Health of the Southeast, LLC

   Florida

Encompass Home Health of the West, LLC

   Idaho

Encompass Hospice of the West, LLC

   Idaho

Encompass of Fort Worth, LP

   Texas

Encompass of West Texas, LP

   Texas

EXCELLA ASSOCIATES, L.L.C.

   Massachusetts

EXCELLA HEALTHCARE, INC.

   Massachusetts

EXCELLA HOME HEALTH AGENCY, LLC

   Massachusetts

EXCELLA HOMECARE, INC.

   Massachusetts

Guardian Home Care, Inc.

   Idaho

Hallmark Homecare, L.P.

   Texas

HealthCare Innovations of Oklahoma, L.L.C.

   Texas

HEALTHCARE INNOVATIONS OF WESTERN OKLAHOMA, L.L.C.

   Texas

HealthCare Innovations-Travertine Health Services, L.L.C.

   Texas

HealthSouth Rehabilitation Hospital of Austin, Inc.

   Delaware

HealthSouth Rehabilitation Hospital of Fort Worth, LLC

   Delaware

Home Health Care of Bogalusa, Inc.

   Delaware

Home Health Care Systems, Inc.

   Mississippi

Hospice Care of Mississippi, LLC

   Mississippi

Idaho Homecare Holdings, Inc.

   Idaho

Orion Homecare, LLC

   Idaho

Preferred Home Health, L.P.

   Texas

Print Promotions Group, LLC

   Delaware

Rebound, LLC

   Delaware

Rehabilitation Hospital Corporation of America, LLC

   Delaware

Rehabilitation Hospital of North Alabama, LLC

   Delaware

Rehabilitation Hospital of Plano, LLC

   Delaware

Reliant Blocker Corp.

   Delaware

Saad Healthcare of St. Clair County LLC

   Delaware

Texas Senior Care, L.P.

   Texas


Guarantor

   State of
Incorporation or
Organization

TH of San Antonio LLC

   Texas

WellCare, Inc.

   New Mexico

Wellmark Healthcare Services of El Paso, Inc.

   Texas

West Mississippi Home Health Services, Inc.

   Mississippi

Western Neuro Care, Inc.

   Delaware