EX-5.2 2 d875089dex52.htm EX-5.2 EX-5.2

Exhibit 5.2

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

May 12, 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”) on May 12, 2020 of Post-Effective Amendment No. 2 (the “Post-Effective Amendment”) to the Registration Statement on Form S-3 initially filed with the Commission on September 19, 2017 (File No. 333-220519) (as amended by Post-Effective Amendment No. 1 filed with the Commission on September 9, 2019 and the Post-Effective Amendment, 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 18, 2017, 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 (i) the Alabama Business and Nonprofit Entity Code, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Florida Business Corporation Act and the Georgia Limited Liability Company Act (collectively, the “Business Codes”), as applicable to those certain Subsidiary Guarantors that are identified in Schedule I as being incorporated or otherwise organized under Alabama, Delaware, Florida or Georgia law (the “Specified


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May 12, 2020

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Guarantors”), and (ii) with respect to the opinions set forth in paragraphs 6 and 7 below, 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, in the case of the States of Alabama, Delaware, Florida and Georgia, any laws other than the Business Codes listed above, or as to any matters of municipal law or the laws of any local agencies within any state. 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. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act as currently in effect and have made such inquiries as we consider necessary to render the opinions below. We call to your attention that certain of the Subsidiary Guarantors are organized or incorporated, as the case may be, in the States of Idaho, Massachusetts, Mississippi, New Mexico, South Carolina and Texas, as indicated in Schedule I hereto. Various matters concerning the laws of the States of Idaho, Massachusetts, Mississippi, New Mexico, South Carolina and Texas are addressed in the letters of Bradley Arant Boult Cummings LLP, Hawley Troxell Ennis & Hawley LLP and Snell & Wilmer L.L.P. and we express no opinion with respect to those matters.

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

(i) the Registration Statement;

(ii) the Prospectus;

(iii) the certificate of incorporation and bylaws for the Company;

(iv) the certificate of incorporation, articles of incorporation, articles of organization, certificate of formation, bylaws, limited liability company agreement, operating agreement and partnership agreement or the equivalents thereto, as applicable, for each Specified Guarantor;

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

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

(vii) a certificate or other written evidence of good standing for the Company and a certificate or other written evidence of good standing, existence or compliance, as applicable, for each of the Specified Guarantors in its respective jurisdiction of incorporation or formation, each dated as of a recent date; and


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(viii) 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 Specified 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.

With regard to our opinion in paragraph 1 below with respect to the Company’s and the Specified Guarantors’ good standing, we have based our opinions solely upon examination of a certificate of a governmental authority or other written evidence of good standing, existence or compliance, as applicable, for the Company and each of the Specified Guarantors in its respective jurisdiction of incorporation or formation, each dated as of a recent date.

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

(1) Each of the Company and the Specified Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.

(2) The Company has the requisite corporate power under the laws of the State of Delaware to execute, deliver and perform its obligations under the Indentures and to issue the Debt Securities.

(3) Each of the Specified Guarantors has the requisite corporate, limited liability company or partnership power, as applicable, under the laws of its state of incorporation or formation, as applicable, to execute, deliver and perform its obligations under the Indentures and to issue the Guarantees.

(4) Upon being duly authorized by all necessary corporate action, the execution and delivery by the Company of the Indentures and the performance of its obligations thereunder, including the issuance of the Debt Securities, will be duly authorized by the Company.


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(5) Upon being duly authorized by all necessary corporate, limited liability company or partnership action, as applicable, the execution and delivery by each of the Specified Guarantors of the Indentures and the performance of its obligations thereunder, including guaranteeing the Debt Securities in accordance with the provisions of the Indentures, will be duly authorized by each of the Specified Guarantors.

(6) 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.

(7) 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 6 and 7 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.


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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 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 Dayton, 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


Guarantor

  

State of

Incorporation or

Organization

Encompass Health Rehabilitation Hospital of Modesto, LLC    Delaware
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


Guarantor

  

State of

Incorporation or

Organization

Encompass Health Tulsa Holdings, LLC    Delaware
Encompass Health Tyler Holdings, Inc.    Delaware
Encompass Health Utah Real Estate, LLC    Delaware
Encompass Health ValleyofTheSun 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


Guarantor

  

State of

Incorporation or

Organization

Texas Senior Care, L.P.    Texas
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