EXHIBIT (8)
[HASKELL SLAUGHTER YOUNG & REDIKER, L.L.C. LETTERHEAD]
November 19, 2001
HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama 35243
Attention: Legal Department
RE: EXCHANGE OFFER, 7 3/8% SENIOR NOTES DUE 2006
AND 8 3/8% SENIOR NOTES DUE 2011
Gentlemen:
We have served as counsel to 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-_____) filed under the Securities Act of
1933, as amended, with the Securities and Exchange Commission on
November 19, 2001 (the "Registration Statement"), to exchange the Company's
7 3/8% Senior Notes due 2006 and 8 3/8% Senior Notes due 2011 (collectively, the
"Exchange Notes"), for an equal principal amount of the Company's outstanding
7 3/8% Senior Notes due 2006 and 8 3/8% Senior Notes due 2011, respectively
(collectively, 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 have deemed
necessary and 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
November 19, 2001
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 Private Notes
for the Exchange Notes pursuant to the Exchange Offer will not be treated as an
"exchange" for United States federal income tax purposes. As a result, no
material United States 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 United States
federal income tax purposes, such transaction will constitute a reorganization
under Section 368(a) of the Code for United States 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 & REDIKER, L.L.C.
By /s/ Ross N. Cohen
------------------------------------------
Ross N. Cohen
[HEALTHSOUTH LETTERHEAD]
November 19, 2001
Haskell Slaughter Young & Rediker, 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 & Rediker, 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-______) filed under the Securities Act of 1933, as amended, with the
Securities and Exchange Commission on November 19, 2001 (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 (a) 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 (b) 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 opinion 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 & Rediker, 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
-----------------------------------------
William W. Horton
Executive Vice President & Corporate Counsel