Exhibit 5.3
[Letterhead of Hawley Troxell Ennis & Hawley LLP]
May 15, 2020
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 $300,000,000 aggregate principal amount of the Company’s 4.500% Senior Notes due 2028 (the “2028 Notes”) and $300,000,000 aggregate principal amount of the Company’s 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 May 12, 2020 (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 |