EXHIBIT (8)
[Haskell Slaughter & Young, L.L.C. Letterhead]
December 15, 2000
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
Attention: Legal Department
RE: EXCHANGE OFFER, 10-3/4% SENIOR SUBORDINATED NOTES DUE 2008
Gentlemen:
We have served as counsel for HEALTHSOUTH Corporation, a Delaware
corporation (the "Company"), in connection with the proposed exchange offer (the
"Exchange Offer") which is more fully described in the Registration Statement on
Form S-4 (Commission File No. 333-49636) filed under the Securities Act of 1933,
as amended, with the Securities and Exchange Commission on November 9, 2000 (the
"Registration Statement"), to exchange its 10-3/4% Senior Subordinated Notes due
2008 (the "Exchange Notes") for an equal principal amount of the Company's
outstanding 10-3/4% Senior Subordinated Notes due 2008 (the "Private Notes").
This opinion is furnished to you pursuant to the requirements of Form S-4.
In connection with our opinion, we have examined or are familiar with
the originals or copies, certified or otherwise identified to our satisfaction,
of such documents, corporate records and other instruments as we deem necessary
or appropriate in order to enable us to render the opinion below. In our
examination, we have assumed the genuineness of all signatures, legal capacity
of all natural persons, authenticity of all documents submitted to us as
originals, the conformity to original documents of all documents submitted to us
as certified, conformed or photostatic copies, and the authenticity of the
originals of such copies. In rendering the opinion set forth below, we relied
upon certain written representations and covenants of the Company, which are
annexed hereto.
HEALTHSOUTH Corporation
December 15, 2000
Page 2
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), Treasury
Regulations, pertinent judicial authorities, interpretative rulings of the
Internal Revenue Service and such other authorities as we considered relevant.
Based upon and subject to the foregoing, we are of the opinion that,
because the Exchange Notes should not be considered to differ materially either
in kind or in extent from the Private Notes pursuant to Treasury Regulations
promulgated under Section 1001 of the Code, the exchange of the Exchange Notes
for the Private Notes pursuant to the Exchange Offer will not be treated as an
"exchange" for federal income tax purposes. As a result, no material federal
income tax consequences should result to holders exchanging Private Notes for
Exchange Notes. If, however, the exchange of Private Notes for Exchange Notes
were treated as an "exchange" for federal income tax purposes, such transaction
will constitute a reorganization under Section 368(a) of the Code for federal
income tax purposes and holders of the Private Notes, who receive solely
Exchange Notes in exchange therefor, will not recognize any gain or loss upon
such exchange.
Except as set forth above, we express no opinion as to the tax
consequences, whether federal, state, local or foreign, to any party to the
Exchange Offer or any other transaction related to the Exchange Offer or
contemplated by the Exchange Offer.
We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement.
Very truly yours,
HASKELL SLAUGHTER & YOUNG, L.L.C.
By /s/ Ross N. Cohen
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Ross N. Cohen
[HEALTHSOUTH Letterhead]
December 15, 2000
Haskell Slaughter & Young, L.L.C.
1200 AmSouth/Harbert Plaza
1901 Sixth Avenue North
Birmingham, Alabama 35203
Gentlemen:
The undersigned, a duly authorized officer of HEALTHSOUTH Corporation,
a Delaware corporation (the "Company"), in connection with the opinion to be
delivered by Haskell Slaughter & Young, L.L.C. pursuant to Regulation S-K and
recognizing that the above law firm will rely on this certificate in rendering
its opinion, hereby certifies that, to the best knowledge and belief of the
undersigned, after due inquiry and investigation, the facts relating to the
proposed exchange offer (the "Exchange Offer") which is more fully described in
the Registration Statement on Form S-4 (Commission File No. 333-49636) filed
under the Securities Act of 1933, as amended, with the Securities and Exchange
Commission on November 9, 2000 (the "Registration Statement") by the Company,
and the certifications stated below, insofar as such facts and certifications
pertain to the Exchange Offer and the Company, are true, correct and complete in
all material respects as of the date hereof. All capitalized terms not defined
herein shall have the same meaning ascribed to them in the Registration
Statement.
i. The Exchange Offer will be consummated in compliance
with the material terms set forth in the Registration
Statement, and none of the material terms or conditions
therein or any constituent documents have been waived or
modified in any respect.
ii. The form and terms of the Exchange Notes are the same in
all material respects as the form and terms of the Private
Notes except that (i) the Exchange Notes will have been
registered under the Securities Act of 1933, as amended, and
therefore the Exchange Notes will not bear legends
restricting the transfer thereof, and (ii) holders of the
Exchange Notes will not be entitled to certain rights of
holders of the Private Notes under the Registration Rights
Agreement, which rights will terminate upon the consummation
of the Exchange Offer.
iii. The Exchange Notes will evidence the same debt as the
Private Notes (which they replace) and will be entitled to
the benefits of the same Indenture that governs the Private
Notes.
iv. The Exchange Notes will bear interest at the same rate
and on the same terms as the Private Notes.
This letter is being furnished to you solely for your benefit and for
use in rendering your opinions and is not to be used, circulated, quoted or
otherwise referred to for any other purpose (other than inclusion in your
opinion) without the express written consent of the Company. We will promptly
and timely notify Haskell Slaughter & Young, L.L.C. if we discover that any of
the above representations cease to be true, correct or complete as of the date
hereof.
HEALTHSOUTH Corporation
By /s/ William W. Horton
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William W. Horton
Senior Vice President & Corporate Counsel