Exhibit 5.2
[Letterhead of Bradley Arant Boult Cummings LLP]
September 18, 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 Opinion Guarantors’ guarantee, along with the other Guarantors (as defined below), of the $1,000,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2028 (the “2028 Notes”) and 4.750% Senior Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”). The Notes are being issued under an Indenture (the “Base Indenture”) between the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), dated as of December 1, 2009, as amended and supplemented by the Eighth Supplemental Indenture thereto (the “Eighth Supplemental Indenture”), dated as of September 18, 2019, among the Company, the guarantors named therein (the “Guarantors”) and the Trustee relating to the 2028 Notes and the Ninth Supplemental Indenture thereto (the “Ninth Supplemental Indenture”), dated as of September 18, 2019, among the Company, the Guarantors and the Trustee relating to the 2030 Notes. The Base Indenture, as amended and supplemented by the Eighth Supplemental Indenture and the Ninth Supplemental Indenture, is referenced herein as the “Indenture.” The Notes are being guaranteed by the Guarantors pursuant to the guarantees included in the Indenture (the “Guarantees”), and are being sold pursuant to an Underwriting Agreement dated as of September 9, 2019 (the “Underwriting Agreement”), among the Company, the Guarantors, and Citigroup Global Markets Inc. as representative of the underwriters listed on Schedule 1 to the Underwriting Agreement (the “Underwriters”).
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of: (i) the registration statement on FormS-3 (RegistrationNo. 333-220519) filed by the Company and theco-registrants named therein with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), on September 19, 2017, as amended by the Post-Effective Amendment No. 1, filed with the Commission on September 9, 2019 (such registration statement, as amended and including the form of prospectus included therein and the documents incorporated by reference therein at the time of effectiveness pursuant to Rule 430B under the Securities Act, being referred to herein as the “Registration Statement”); (ii) the prospectus dated September 18, 2017, included in the Registration Statement, relating to the offering from time to time of the Company’s securities and the related guarantees of theco-registrants (the “Base Prospectus”); (iii) the preliminary prospectus supplement dated September 9, 2019, relating to the Notes, in the form filed on September 9, 2019, with the Commission, pursuant to Rule 424(b)(5) under the Securities Act (the “Preliminary Prospectus”); (iv) the prospectus supplement dated September 9, 2019, relating to the Notes, in the form filed on September 11, 2019, with the SEC, pursuant to Rule 424(b)(5) under the Securities Act (such prospectus supplement, together with the Base Prospectus, being referred to herein as the “Prospectus”); (v) the Underwriting Agreement; (vi) the Indenture; (vii) the form of the Notes, including the Guarantees therein, attached to the Eighth Supplemental Indenture and the Ninth Supplemental Indenture; (viii) the global note executed by the Company pursuant to the Indenture, in the aggregate principal amount of $500,000,000, representing the 2028 Notes purchased and sold pursuant to the Underwriting Agreement (the “2028 Global Note”); (ix) the global note executed by the Company pursuant to the Indenture, in the aggregate principal amount of $500,000,000, representing the 2030 Notes purchased and sold pursuant to the Underwriting Agreement (the “2030 Global Note” and, together with the 2028 Global Note, the “Global Notes”); (x) 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 onAppendix I to this opinion (the “Opinion Guarantors”); (xi) 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 Notes and Guarantees and certain related matters; (xii) 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 (xiii) statutes and such other documents as we have deemed necessary or appropriate for the basis of our opinions set forth herein.