Exhibit 5.3
[Letterhead of Bradley Arant Boult Cummings LLP]
September 9, 2019
Encompass Health Corporation
9001 Liberty Parkway
Birmingham, Alabama 35242
Ladies and Gentlemen:
We have acted as special counsel to each of the Opinion Guarantors (as defined below), each Opinion Guarantor being a direct or indirect subsidiary of Encompass Health Corporation, a Delaware corporation (the “Company”), in connection with the preparation and filing with the Securities and Exchange Commission (the “Commission”) on September 9, 2019, of the Post-Effective Amendment No. 1 (the “Post-Effective Amendment”) to the registration statement on Form S-3 (File No. 333-220519), filed by the Company and the guarantors named therein (the “Guarantors”) with the Commission on September 19, 2017 (together with the Post-Effective Amendment, the “Registration Statement”), including the prospectus contained therein (the “Prospectus”). The Registration Statement relates to the issuance and sale by the Company and the Guarantors, as applicable, from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act of 1933, as amended (the “Securities Act”), of an indeterminate amount of securities of the Company and the Guarantors for indeterminate aggregate proceeds, consisting of: (i) shares of common stock of the Company, $0.01 par value per share (the “Common Stock”); (ii) shares of preferred stock of the Company, $0.10 par value per share (the “Preferred Stock”); (iii) warrants to purchase one or more securities of the Company (the “Warrants”); (iv) senior, subordinated or junior subordinated debt securities (the “Debt Securities”), which may be secured or unsecured, and which may be issued in one or more series pursuant to one or more indentures and any supplements or amendments thereto (the “Indenture” or “Indentures”), which may include the Company’s existing indenture between the Company and Wells Fargo Bank, National Association, dated as of December 1, 2009, or any future indentures entered into by the Company and the financial institution named therein as trustee; and (v) guarantees of the Debt Securities (the “Guarantees”) by one or more of the Guarantors. The Common Stock, Preferred Stock, Warrants, Debt Securities and Guarantees are herein referred to collectively as the “Securities.” The Securities will be offered in amounts, at prices and on terms to be determined at the time of sale and to be set forth in supplements (each, a “Prospectus Supplement”) to the Prospectus.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the Registration Statement; (ii) the Prospectus; (iii) the Indenture between the Company and Wells Fargo Bank, National Association, dated as of December 1, 2009, which is incorporated by reference into the Registration Statement; (iv) the articles of incorporation, articles of organization, certificate of organization or other constituent documents, as applicable, and bylaws or operating agreements (or certificates of assumed name and the partnership agreements or similar documents) of each of the Guarantors listed on Appendix I to this opinion (the “Opinion Guarantors”); (v) certain resolutions adopted by the board of directors, board of managers or partners, as applicable, and any resolutions authorizing the same, of each Opinion Guarantor, relating to the registration of the Securities and certain related matters; (vi) originals, or copies certified or otherwise identified, of certificates of public officials (the “Public Certificates”) and of representatives of the Company and the Opinion Guarantors and (vii) statutes and such other documents as we have deemed necessary or appropriate for the basis of our opinions set forth herein.
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 Opinion 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. In conducting our examination of documents, we have also assumed that, to the extent such documents purport to constitute agreements,
