EXHIBIT 5


                 [HASKELL SLAUGHTER & YOUNG, L.L.C. LETTERHEAD]

                                 August 14, 1998

HEALTHSOUTH Corporation
One HealthSouth Parkway
Birmingham, Alabama  35243

Attention:  Legal Department


         RE:      REGISTRATION STATEMENT ON FORM S-4


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 August 14, 1998 (the
"Registration  Statement"),  to exchange  its 6.875%  Senior Notes due 2005 (the
"New  Notes due 2005")  and its 7.0%  Senior  Notes due 2008 (the "New Notes due
2008", and together with the New Notes due 2005, the "New Notes"),  for an equal
principal amount of the Company's  outstanding 6.875% Senior Notes due 2005 (the
"Old Notes due 2005") and 7.0% Senior  Notes due 2008 (the "Old Notes due 2008",
and  together  with the Old Notes due 2005,  the "Old  Notes").  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
formation of the Company and the  authorization and issuance of the New Notes as
we have deemed necessary and appropriate.



HEALTHSOUTH Corporation
August 14, 1998
Page 2

     Based upon the foregoing,  and having regard for such legal  considerations
as we have deemed relevant, it is our opinion that:

     1. The New Notes have been duly authorized; and

     2. Upon issuance, exchange and delivery of the New Notes as contemplated in
the Registration Statement, the New Notes will be legally issued, fully paid and
nonassessable  and will  constitute  the valid and  binding  obligations  of the
Issuer.

     We do hereby consent to the reference to our Firm 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/ F. Hampton McFadden, Jr.
                                        -----------------------------
                                           F. Hampton McFadden, Jr.