EX-5.2 4 ex52.htm EX-5.2 Document

Exhibit 5.2

[Letterhead of Maynard Nexsen PC]



October 31, 2023

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 October 31, 2023, 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.

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 Computershare Trust Company, N.A., as trustee and as successor-in-interest to Wells Fargo Bank, National Association and The Bank of Nova Scotia Trust Company of New York, filed as an exhibit to the Registration Statement.


Encompass Health Corporation
October 31, 2023
Page 2


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.

(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.


Encompass Health Corporation
October 31, 2023
Page 3


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 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 Nexsen PC






SCHEDULE I

Subsidiary Guarantors


GuarantorState of Incorporation or Organization
Advanced Homecare Holdings, Inc.Delaware
Continental Medical Systems, LLCDelaware
Continental Rehabilitation Hospital of Arizona, Inc.Delaware
Encompass Health Acquisition Holdings Subsidiary, LLCDelaware
Encompass Health Acquisition Holdings, LLCDelaware
Encompass Health Alabama Real Estate, LLCDelaware
Encompass Health Arizona Real Estate, LLCDelaware
Encompass Health Arkansas Real Estate, LLCDelaware
Encompass Health Boise Holdings, LLCDelaware
Encompass Health Bryan Holdings, LLCDelaware
Encompass Health California Real Estate, LLCDelaware
Encompass Health Cape Coral Holdings, LLCDelaware
Encompass Health Central Arkansas Holdings, Inc.Delaware
Encompass Health Charleston Holdings, LLCDelaware
Encompass Health Colorado Real Estate, LLCDelaware
Encompass Health Dayton Holdings, LLCDelaware
Encompass Health Deaconess Holdings, LLCDelaware
Encompass Health Eau Claire Holdings, LLCDelaware
Encompass Health Fairlawn Holdings, LLCDelaware
Encompass Health GKBJH Holdings, LLCDelaware
Encompass Health Grand Forks Holdings, LLCDelaware
Encompass Health Gulfport Holdings, LLCDelaware
Encompass Health Illinois Real Estate, LLCDelaware
Encompass Health Iowa City Holdings, LLCDelaware
Encompass Health Iowa Real Estate, LLCDelaware
Encompass Health Johnson City Holdings, LLCDelaware
Encompass Health Joint Ventures Holdings, LLCDelaware
Encompass Health Jonesboro Holdings, Inc.Delaware
Encompass Health Kansas Real Estate, LLCDelaware
Encompass Health Kentucky Real Estate, LLCDelaware
Encompass Health Kingsport Holdings, LLCDelaware
Encompass Health Knoxville Holdings, LLCDelaware





Encompass Health Littleton Holdings, LLCDelaware
Encompass Health Louisiana Real Estate, LLCDelaware
Encompass Health Lubbock Holdings, LLCDelaware
Encompass Health Martin County Holdings, LLCDelaware
Encompass Health Maryland Real Estate, LLCDelaware
Encompass Health Massachusetts Real Estate, LLCDelaware
Encompass Health Midland Odessa Holdings, LLCDelaware
Encompass Health Moline Holdings, LLCDelaware
Encompass Health Myrtle Beach Holdings, LLCDelaware
Encompass Health Naples Holdings, LLCDelaware
Encompass Health Nevada Real Estate, LLCDelaware
Encompass Health New Mexico Real Estate, LLCDelaware
Encompass Health Ohio Real Estate, LLCDelaware
Encompass Health Owned Hospitals Holdings, LLCDelaware
Encompass Health Pennsylvania Real Estate, LLCDelaware
Encompass Health Properties, LLCDelaware
Encompass Health Real Estate, LLCDelaware
Encompass Health Rehabilitation Hospital of Abilene, LLCDelaware
Encompass Health Rehabilitation Hospital of Albuquerque, LLCDelaware
Encompass Health Rehabilitation Hospital of Altamonte Springs, LLCDelaware
Encompass Health Rehabilitation Hospital of Arlington, LLCDelaware
Encompass Health Rehabilitation Hospital of Austin, LLCDelaware
Encompass Health Rehabilitation Hospital of Bakersfield, LLCDelaware
Encompass Health Rehabilitation Hospital of Bluffton, LLCDelaware
Encompass Health Rehabilitation Hospital of Braintree, LLCDelaware
Encompass Health Rehabilitation Hospital of Cardinal Hill, LLCDelaware
Encompass Health Rehabilitation Hospital of Cincinnati, LLCDelaware
Encompass Health Rehabilitation Hospital of City View, Inc.Delaware
Encompass Health Rehabilitation Hospital of Clermont, LLCDelaware
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 Cumming, LLCDelaware
Encompass Health Rehabilitation Hospital of Cypress, LLCDelaware
Encompass Health Rehabilitation Hospital of Dallas, LLCDelaware
Encompass Health Rehabilitation Hospital of Desert Canyon, LLCDelaware
Encompass Health Rehabilitation Hospital of Dothan, Inc.Alabama
Encompass Health Rehabilitation Hospital of East Valley, LLCDelaware
Encompass Health Rehabilitation Hospital of Erie, LLCDelaware
Encompass Health Rehabilitation Hospital of Florence, Inc.South Carolina





Encompass Health Rehabilitation Hospital of Fort Smith, LLCDelaware
Encompass Health Rehabilitation Hospital of Franklin, LLCDelaware
Encompass Health Rehabilitation Hospital of Fredericksburg, LLCDelaware
Encompass Health Rehabilitation Hospital of Gadsden, LLCDelaware
Encompass Health Rehabilitation Hospital of Greenville, LLCDelaware
Encompass Health Rehabilitation Hospital of Harmarville, LLCDelaware
Encompass Health Rehabilitation Hospital of Henderson, LLCDelaware
Encompass Health Rehabilitation Hospital of Humble, LLCDelaware
Encompass Health Rehabilitation Hospital of Jacksonville, LLCDelaware
Encompass Health Rehabilitation Hospital of Johnston, LLCDelaware
Encompass Health Rehabilitation Hospital of Katy, LLCDelaware
Encompass Health Rehabilitation Hospital of Lakeland, LLCDelaware
Encompass Health Rehabilitation Hospital of Lakeview, LLCDelaware
Encompass Health Rehabilitation Hospital of Largo, LLCDelaware
Encompass Health Rehabilitation Hospital of Las Vegas, LLCDelaware
Encompass Health Rehabilitation Hospital of Libertyville, LLCDelaware
Encompass Health Rehabilitation Hospital of Littleton, LLCDelaware
Encompass Health Rehabilitation Hospital of Manati, Inc.Delaware
Encompass Health Rehabilitation Hospital of Mechanicsburg, LLCDelaware
Encompass Health Rehabilitation Hospital of Miami, LLCDelaware
Encompass Health Rehabilitation Hospital of Middletown, LLCDelaware
Encompass Health Rehabilitation Hospital of Modesto, LLCDelaware
Encompass Health Rehabilitation Hospital of Montgomery, Inc.Alabama
Encompass Health Rehabilitation Hospital of Murrieta, LLCDelaware
Encompass Health Rehabilitation Hospital of New England, LLCDelaware
Encompass Health Rehabilitation Hospital of Nittany Valley, Inc.Delaware
Encompass Health Rehabilitation Hospital of North Tampa, LLCDelaware
Encompass Health Rehabilitation Hospital of Northern Kentucky, LLCDelaware
Encompass Health Rehabilitation Hospital of Northern Virginia, LLCDelaware
Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P.Delaware
Encompass Health Rehabilitation Hospital of Ocala, LLCDelaware
Encompass Health Rehabilitation Hospital of Panama City, Inc.Florida
Encompass Health Rehabilitation Hospital of Pearland, LLCDelaware
Encompass Health Rehabilitation Hospital of Pensacola, LLCDelaware
Encompass Health Rehabilitation Hospital of Petersburg, LLCDelaware
Encompass Health Rehabilitation Hospital of Plano, LLCDelaware
Encompass Health Rehabilitation Hospital of Reading, LLCDelaware
Encompass Health Rehabilitation Hospital of Richardson, LLCDelaware
Encompass Health Rehabilitation Hospital of Round Rock, LLCDelaware
Encompass Health Rehabilitation Hospital of San Antonio, Inc.Delaware





Encompass Health Rehabilitation Hospital of San Juan, Inc.Delaware
Encompass Health Rehabilitation Hospital of Sarasota, LLCDelaware
Encompass Health Rehabilitation Hospital of Scottsdale, LLCDelaware
Encompass Health Rehabilitation Hospital of Shelby County, LLCDelaware
Encompass Health Rehabilitation Hospital of Shreveport, LLCDelaware
Encompass Health Rehabilitation Hospital of Sioux Falls, LLCDelaware
Encompass Health Rehabilitation Hospital of Spring Hill, Inc.Delaware
Encompass Health Rehabilitation Hospital of St. Augustine, LLCDelaware
Encompass Health Rehabilitation Hospital of Sugar Land, LLCDelaware
Encompass Health Rehabilitation Hospital of Sunrise, LLCDelaware
Encompass Health Rehabilitation Hospital of Tallahassee, LLCDelaware
Encompass Health Rehabilitation Hospital of Texarkana, Inc.Delaware
Encompass Health Rehabilitation Hospital of the Mid-Cities, LLCDelaware
Encompass Health Rehabilitation Hospital of The Woodlands, Inc.Delaware
Encompass Health Rehabilitation Hospital of Toledo, LLCDelaware
Encompass Health Rehabilitation Hospital of Toms River, LLCDelaware
Encompass Health Rehabilitation Hospital of Treasure Coast, Inc.Delaware
Encompass Health Rehabilitation Hospital of Tustin, L.P.Delaware
Encompass Health Rehabilitation Hospital of Utah, LLCDelaware
Encompass Health Rehabilitation Hospital of Vineland, LLCDelaware
Encompass Health Rehabilitation Hospital of Waco, LLCDelaware
Encompass Health Rehabilitation Hospital of Western Massachusetts, LLCMassachusetts
Encompass Health Rehabilitation Hospital of York, LLCDelaware
Encompass Health Rehabilitation Hospital The Vintage, LLCDelaware
Encompass Health Rehabilitation Hospital Vision Park, LLCDelaware
Encompass Health Rehabilitation Institute of Tucson, LLCAlabama
Encompass Health San Angelo Holdings, LLCDelaware
Encompass Health Savannah Holdings, LLCDelaware
Encompass Health Sea Pines Holdings, LLCDelaware
Encompass Health Sewickley Holdings, LLCDelaware
Encompass Health South Carolina Real Estate, LLCDelaware
Encompass Health South Dakota Real Estate, LLCDelaware
Encompass Health Southern Illinois Holdings, LLCDelaware
Encompass Health Southern Maryland Holdings, LLCDelaware
Encompass Health Support Companies, LLCDelaware
Encompass Health Texas Real Estate, LLCDelaware
Encompass Health Tucson Holdings, LLCDelaware
Encompass Health Tulsa Holdings, LLCDelaware
Encompass Health Tyler Holdings, Inc.Delaware
Encompass Health Utah Real Estate, LLCDelaware





Encompass Health ValleyofTheSun Rehabilitation Hospital, LLCDelaware
Encompass Health Virginia Real Estate, LLCDelaware
Encompass Health Walton Rehabilitation Hospital, LLCDelaware
Encompass Health West Tennessee Holdings, LLCDelaware
Encompass Health West Virginia Real Estate, LLCDelaware
Encompass Health Westerville Holdings, LLCDelaware
Encompass Health Winston-Salem Holdings, LLCDelaware
Encompass Health Yuma Holdings, Inc.Delaware
Encompass IP Holdings CorporationDelaware
HealthSouth Rehabilitation Hospital of Austin, Inc.Delaware
HealthSouth Rehabilitation Hospital of Fort Worth, LLCDelaware
Print Promotions Group, LLCDelaware
Rebound, LLCDelaware
Rehabilitation Hospital Corporation of America, LLCDelaware
Rehabilitation Hospital of North Alabama, LLCDelaware
Rehabilitation Hospital of Plano, LLCDelaware
Reliant Blocker Corp.Delaware
Western Neuro Care, Inc.Delaware