EXHIBIT 5 June 17, 1998 HEALTHSOUTH Corporation One Healthsouth Parkway Birmingham, Alabama 35243 RE: REGISTRATION STATEMENT ON FORM S-4 - HEALTHSOUTH CORPORATION / NATIONAL SURGERY CENTERS, INC. OUR FILE NO. 29075-417 Gentlemen: We have served as counsel for HEALTHSOUTH Corporation, a corporation organized and existing under the laws of the State of Delaware ("HEALTHSOUTH"), in connection with the registration under the Securities Act of 1933, as amended, pursuant to HEALTHSOUTH's Registration Statement on Form S-4 (Commission File No. 333- ) (the "Registration Statement") of up to 23,623,673 shares of Common Stock, par value $.01 per share, of HEALTHSOUTH (the "Shares") to be issued pursuant to that certain Plan and Agreement of Merger, dated as of May 5, 1998, by and among HEALTHSOUTH, Field Acquisition Corporation, a wholly-owned subsidiary of HEALTHSOUTH and National Surgery Centers, Inc., a Delaware corporation. This opinion is furnished to you pursuant to the requirements of the Registration Statement. 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 HEALTHSOUTH and to the authorization and issuance of the Shares and the authorization and adoption of the Agreement 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. 2. Upon issuance, sale and delivery of the Shares as contemplated in the Registration Statement and the Agreement, the Shares will be legally issued, fully paid and nonassessable. We do hereby consent to the reference to our firm under the heading "Legal Matters" in 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/ Robert E. Lee Garner ------------------------------------ Robert E. Lee Garner