Exhibit (8)-2

                      SKADDEN, ARPS, SLATE, MEAGHER & FLOM
                                919 THIRD AVENUE
                              NEW YORK, 10022-3897
                                     -----
                                 (212) 735-3000
                              FAX: (212) 735-2000


                                                                   

                                                               December 12, 1995

Surgical Care Affiliates, Inc.
102 Woodmont Boulevard, Suite 610
Nashville, Tennessee 37205

Ladies and Gentlemen:

   You have requested our opinion regarding the discussions of the material U.S.
federal income tax consequences  under the captions  "SUMMARY -- Certain Federal
Income  Tax  Consequences"  and  "THE  MERGER  --  Certain  Federal  Income  Tax
Consequences"  in the  Prospectus-Joint  Proxy Statement (the  "Prospectus-Joint
Proxy Statement")  which will be included in the Registration  Statement on Form
S-4 (the "Registration  Statement") filed on the date hereof with the Securities
and Exchange  Commission (the "Commission") under the Securities Act of 1933, as
amended (the "Securities Act"). The Prospectus-Joint  Proxy Statement relates to
the proposed merger of SCA Acquisition Corporation, a wholly owned subsidiary of
HEALTHSOUTH  Corporation,  with and into  Surgical  Care  Affiliates,  Inc. This
opinion is delivered in accordance  with the  requirement  of Item  601(b)(8) of
Regulation S-K under the Securities Act.

   In  rendering  our  opinion,  we have  reviewed  the  Prospectus-Joint  Proxy
Statement and such other materials as we have deemed necessary or appropriate as
a  basis  for our  opinion.  In  addition,  we have  considered  the  applicable
provisions  of  the  Internal  Revenue  Code  of  1986,  as  amended,   Treasury
regulations,  pertinent  judicial  authorities,  rulings of the Internal Revenue
Service, and such other authorities as we have considered relevant.

   Based upon the foregoing,  it is our opinion that the  statements  made under
the  captions  "SUMMARY -- Certain  Federal  Income Tax  Consequences"  and "THE
MERGER -- Certain Federal Income Tax Consequences" in the Prospectus-Joint Proxy
Statement,  to  the  extent  that  they  constitute  matters  of  law  or  legal
conclusions,  are correct in all  material  respects.  There can be no assurance
that contrary positions may not be asserted by the Internal Revenue Service.

   This opinion is being furnished in connection with the Prospectus-Joint Proxy
Statement.  You  may  rely  upon  and  refer  to the  foregoing  opinion  in the
Prospectus-Joint Proxy Statement.  Any variation or difference in the facts from
those set  forth or  assumed  either  herein  or in the  Prospectus-Joint  Proxy
Statement may affect the conclusions stated herein.

   In accordance  with the  requirements  of Item  601(b)(23) of Regulation  S-K
under the  Securities  Act,  we hereby  consent to the use of our name under the
captions "SUMMARY -- Certain Federal Income Tax Consequences" and "THE MERGER --
Certain Federal Income Tax Consequences" in the Prospectus-Joint Proxy Statement
and to the filing of this opinion as an Exhibit to the  Registration  Statement.
In giving  this  consent,  we do not admit that we come  within the  category of
persons whose consent is required  under Section 7 of the  Securities Act or the
rules and regulations of the Commission thereunder.

Very truly yours,

SKADDEN, ARPS, SLATE, MEAGHER & FLOM