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 |