Exhibit 5.2
[Letterhead of Maynard, Cooper & Gale, P.C.]
September 9, 2019
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 September 9, 2019 of Post-Effective Amendment No. 1 (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) (together with 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 Tennessee 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 Tennessee law (the “Specified 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 Tennessee, 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
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September 9, 2019
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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 Massachusetts, South Carolina and Texas, as indicated in Schedule I hereto. Various matters concerning the laws of the States of Massachusetts, South Carolina and Texas are addressed in the letter of Bradley Arant Boult Cummings LLP, 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
(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
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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. With regard to our opinions in paragraphs 3, 5 and 7 below, we have assumed that upon issuance of any Guarantee by the Specified Guarantor that is formed in the State of Tennessee, the amount of the Guarantee will not constitute an unlawful distribution pursuant to 48-249-306 of the Tennessee Revised Limited Liability Company Act.
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.
(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
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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 the applicable underwriting agreement, the applicable Indenture and 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, the applicable Indenture and issued and sold as contemplated in the Registration Statement, the Prospectus and any Prospectus Supplement relating thereto, 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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September 9, 2019
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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
Guarantors | State of Incorporation or Organization | |
Continental Medical Systems, LLC | Delaware | |
Continental Rehabilitation Hospital of Arizona, 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 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 | |
Encompass Health Nevada Real Estate, LLC | Delaware | |
Encompass Health New Mexico Real Estate, LLC | Delaware | |
Encompass Health North Houston GP, 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 Albuquerque, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Altamonte Springs, 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 |
Guarantors | State of Incorporation or Organization | |
Encompass Health Rehabilitation Hospital of Cincinnati, LLC | 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 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 | Tennessee | |
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 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 | |
Encompass Health Rehabilitation Hospital of Montgomery, Inc. | Alabama | |
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 Petersburg, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Reading, LLC | 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 Sunrise, LLC | Delaware | |
Encompass Health Rehabilitation Hospital of Tallahassee, LLC | 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 |
Guarantors | State of Incorporation or Organization | |
Encompass Health Rehabilitation Hospital of Western Massachusetts, LLC | Massachusetts | |
Encompass Health Rehabilitation Hospital of York, 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 | |
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 Rehabilitation Hospital of Abilene, LLC | Delaware | |
Encompass Rehabilitation Hospital of Arlington, LLC | Delaware | |
Encompass Rehabilitation Hospital of Austin, LLC | Delaware | |
Encompass Rehabilitation Hospital of City View, Inc. | Delaware | |
Encompass Rehabilitation Hospital of Cypress, LLC | Delaware | |
Encompass Rehabilitation Hospital of Dallas, LLC | Delaware | |
Encompass Rehabilitation Hospital of Humble, LLC | Delaware | |
Encompass Rehabilitation Hospital of Pearland, LLC | Delaware | |
Encompass Rehabilitation Hospital of Plano, LLC | Delaware | |
Encompass Rehabilitation Hospital of Richardson, LLC | Delaware | |
Encompass Rehabilitation Hospital of Round Rock, LLC | Delaware | |
Encompass Rehabilitation Hospital of San Antonio, Inc. | Delaware | |
Encompass Rehabilitation Hospital of Sugar Land, LLC | Delaware | |
Encompass Rehabilitation Hospital of Texarkana, Inc. | Delaware | |
Encompass Rehabilitation Hospital of the Mid-Cities, LLC | Delaware | |
Encompass Rehabilitation Hospital of The Woodlands, Inc. | Delaware | |
Encompass Rehabilitation Hospital The Vintage, LLC | Delaware | |
HealthSouth Rehabilitation Hospital of Austin, Inc. | Delaware | |
HealthSouth Rehabilitation Hospital of Fort Worth, LLC | Delaware | |
HealthSouth Rehabilitation Hospital of North Houston, LP | Texas | |
Print Promotions Group, LLC | Delaware | |
Rebound, LLC | Delaware | |
Rehab Concepts Corp. | 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 | |
Western Neuro Care, Inc. | Delaware |