Exhibit 5.4
[Letterhead of Snell & Wilmer L.L.P.]
May 15, 2020
Encompass Health Corporation
9001 Liberty Parkway
Birmingham, Alabama 35242
Ladies and Gentlemen:
We have acted as special counsel to WellCare, Inc., a New Mexico corporation (“WellCare”) and a subsidiary of Encompass Health Corporation, a Delaware corporation (the “Company”), in connection with the guarantee by WellCare and the other Guarantors (as defined below) of the $600,000,000 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 and relating to the 2028 Notes and the Ninth Supplemental Indenture thereto (the “Ninth Supplemental Indenture”), dated as of September 18, 2019 and relating to the 2030 Notes, each among the Company, the guarantors named therein (the “Guarantors”) and the Trustee. 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 BofA Securities, Inc. as representative of the underwriters listed on Schedule 1 to the Underwriting Agreement (the “Underwriters”).
This opinion is being delivered in accordance with the requirements of Item 601(b)(5) of RegulationS-K under the Securities Act of 1933, as amended (the “Securities Act”). This opinion is limited to the matters stated herein, and no opinion is implied or may be inferred beyond the matters expressly stated.
In connection with this opinion, we have examined originals or copies, certified or otherwise identified to our satisfaction, of:
| 1. | 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 on September 19, 2017, as amended by the Post-Effective Amendment No. 1, filed with the Commission on September 9, 2019, and by the Post-Effective Amendment No. 2, filed with the Commission on May 12, 2020 (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”); |
| 2. | 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”); |
| 3. | the preliminary prospectus supplement dated May 12, 2020, relating to the Notes, in the form filed on May 12, 2020, with the Commission, pursuant to Rule 424(b)(5) under the Securities Act; |