HASKELL SLAUGHTER & YOUNG, L.L.C.
1200 AMSOUTH/HARBERT PLAZA
1901 SIXTH AVENUE NORTH
BIRMINGHAM, ALABAMA 35203-2618
October 23, 1996
HEALTHSOUTH Corporation
Two Perimeter Park South
Birmingham, Alabama 35243
RE: REGISTRATION STATEMENT ON FORM S-4
Gentlemen:
We have served as counsel for HEALTHSOUTH Corporation, a corporation
organized and existing under the laws of the Sate of Delaware (the "Company"),
in connection with the registration under the Securities Act of 1933, as
amended, pursuant to the Company's Registration Statement on Form S-4 (the
"Registration Statement"), of 2,416,481 shares of Common Stock, par value $.01
per share, of the Company (the "Shares"), to be issued pursuant to that certain
Plan and Agreement of Merger dated as of September 11, 1996, among the Company,
Warwick Acquisition Corporation and ReadiCare, Inc. (the "Plan of Merger"). This
opinion is furnished to you pursuant to the requirements of Form S-4.
In connection with this opinion, we have examined and are familiar with
originals or copies (certified or otherwise identified to our satisfaction) of
such documents, corporate records and other instruments relating to the
incorporation of the Company and to the authorization and issuance of the Shares
as we have deemed necessary and appropriate.
Based upon the foregoing, and having regard for such legal
considerations as we have deemed relevant, it is our opinion that:
1. The Shares have been duly authorized; and
2. Upon the issuance and delivery of the Shares as contemplated in the
Registration Statement and the Plan of Merger, the Shares will be legally
issued, fully paid and nonassessable shares of Common Stock of the Company.
We hereby consent to the reference to our Firm under the heading "Legal
Matters" in the Prospectus which forms a part of the Registration Statement and
to the filing of this opinion as an Exhibit thereto.
Very truly yours,
HASKELL SLAUGHTER & YOUNG, L.L.C.
By /s/ Mark Ezell
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Mark Ezell