Exhibit 5.1


[Akerman LLP Letterhead]














January 29, 2016








HealthSouth Corporation


3660 Grandview Parkway, Suite 200


Birmingham, Alabama 35243





Re:  Registration Statement on Form S-4 [New York Legal Opinion]





Ladies and Gentlemen:





We have acted as New York counsel to HealthSouth Corporation, a Delaware corporation (the “ Issuer ”), and to each of the Subsidiary Guarantors listed on Schedule I hereto (the “ Subsidiary Guarantors ”) in connection with the filing by the Issuer and the Subsidiary Guarantors with the Securities and Exchange Commission (the “ Commission ”) of a Registration Statement on Form S-4 (the “ Registration Statement ”). The Registration Statement relates to the registration under the Securities Act of 1933, as amended (the “ Securities Act ”), of the offer and exchange of up to $350,000,000 aggregate principal amount of the Issuer’s 5.75% senior notes due November 1, 2024 (the “ New  2024 Notes ”) and the offer and exchange of up to $350,000,000 aggregate principal amount of the Issuer’s 5.75% senior notes due September 15, 2025 (the “ New 2025 Notes ”) (collectively, the New 2024 Notes and the New 2025 Notes are the “ Exchange Notes ”) and of the guarantees as to the payment of principal and interest on the Exchange Notes as set forth in Article V of the Fourth Supplemental Indenture, as defined below, and Article V of the Seventh Supplemental Indenture, as defined below (collectively, the “ Exchange Note Guarantees ”), by each of the Subsidiary Guarantors. The offer and exchange of the Exchange Notes and the Exchange Note Guarantees is sometimes collectively referred to as the “ Exchange Offer ”.


The Exchange Notes are to be issued pursuant to an Indenture, dated as of December 1, 2009, by and between the Issuer and Wells Fargo Bank, National Association (the “ Trustee ”) as successor trustee to The Bank of Nova Scotia Trust Company of New York (the “ Base Indenture ”); as amended and supplemented by the Fourth Supplemental Indenture, dated as of September 11, 2012, by and among the Issuer, the guarantors party thereto and the Trustee (the “ Fourth Supplemental Indenture ”); as further amended and supplemented by the Sixth Supplemental Indenture, dated as of August 7, 2015, by and among Issuer, the guarantors party thereto and the Trustee; and as further amended and supplemented by the Seventh Supplemental Indenture, dated as of September 16, 2015, by and among the Issuer, the guarantors party thereto and the Trustee (the “ Seventh Supplemental Indenture ”)  (the Base Indenture, as so supplemented, the “ Indenture ”).





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This opinion letter is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. This opinion letter is limited to the matters expressly stated herein and no opinions are to be inferred or may be implied beyond the opinions expressly so stated.


In rendering our opinions herein, we have relied with respect to factual matters upon the truthfulness of the statements made by officers of the Issuer and the Subsidiary Guarantors in the Certificate to Counsel (defined below), the truthfulness of the representations and warranties contained in the Indenture, and the truthfulness of the factual statements made in certificates of public officials and in the Registration Statement. In addition thereto, we have reviewed and relied upon such records, documents, certificates and other instruments as in our judgment are necessary or appropriate to form the basis for rendering our opinions, including, without limitation, the following:


i. the Indenture;





ii. the form of the Exchange Notes;





iii. the Registration Statement;





iv. the prospectus contained in the Registration Statement (the “ Prospectus ”); and





v. the certificate with respect to various factual matters signed by an officer of the Issuer and an authorized representative of each of the Subsidiary Guarantors and dated the date of this opinion (the “ Certificate to Counsel ”);





The Indenture and the form of Exchange Notes are sometimes collectively referred to herein as the “ Transaction Documents .”





In rendering the opinions set forth herein, we have relied, without investigation, on each of the following assumptions: (a) the legal capacity of each natural person to take all actions required of each such person in connection with the Exchange Offer; (b) the genuineness of each signature, the completeness of each document submitted to us, the authenticity of each document reviewed by us as an original, the conformity to the original of each document reviewed by us as a copy and the authenticity of the original of each document received by us as a copy; (c) the legal existence of each party to the Transaction Documents; (d) the power of each party to the Transaction Documents to execute, deliver and perform the Transaction Documents and to do each other act done or to be done by such party; (e) the authorization by each party of each of the Transaction Documents executed and delivered or to be executed and delivered by such party; (f) the execution and delivery by each party of each of the Transaction Documents executed and delivered or to be executed and delivered by such party; and (g) except as to the Issuer and the Subsidiary Guarantors, that each of the Transaction Documents is or will be a legal, valid and binding obligation of each party thereto, enforceable against each such party in accordance with its terms.








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Subject to the assumptions, exceptions, qualifications and limitations hereinabove and hereinafter stated, it is our opinion that:


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|1. | When the Exchange Notes have been duly executed and delivered by the Issuer and authenticated by the Trustee in accordance with the terms of the Indenture and, when issued upon consummation of the Exchange Offer as set forth in the Registration Statement, the Exchange Notes will be legal, valid and binding obligations of the Issuer, enforceable against the Issuer in accordance with their terms.




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|-- | -------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------
|2. | When the Exchange Notes have been duly executed and delivered by the Issuer and authenticated by the Trustee in accordance with the terms of the Indenture, upon consummation of the Exchange Offer as set forth in the Registration Statement, each Exchange Note Guarantee will be the legal, valid and binding obligation of the Subsidiary Guarantor which issued such Exchange Note Guarantee, enforceable against such Subsidiary Guarantor in accordance with its terms.




Each of our opinions are subject to the following qualifications: (i) our opinions are subject to the effect of any applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent conveyance and transfer, or similar laws affecting the rights of creditors generally and (ii) our opinions are subject to the effect of general principles of equity, including without limitation concepts of materiality, reasonableness, good faith and fair dealing and regardless of whether such enforceability is considered in a proceeding at law or in equity.


We express opinions solely as to matters governed by the laws of the State of New York. We have acted as New York counsel to the Issuer and the Subsidiary Guarantors solely for the purpose of providing this opinion letter and for no other purpose. In rendering the foregoing opinions, we are not passing upon, and assume no responsibility for, any disclosure in the Registration Statement, Prospectus or other offering material regarding the Issuer or the Subsidiary Guarantors, or regarding the Exchange Notes or Exchange Note Guarantees, or their offering and sale. Further, no opinions are provided hereunder with respect to any federal, state “blue sky” or foreign securities laws.


This opinion letter speaks only as of the date hereof and we assume no obligation to update or supplement this opinion letter if any applicable laws change after the date of this opinion letter or if we become aware after the date of this opinion letter of any facts, whether existing before or arising after the date hereof, that might change the opinions expressed above.


This opinion letter is furnished to you in connection with the filing of the Registration Statement and may not be relied upon for any other purpose without our prior written consent in each instance. Further, no portion of this letter may be quoted, circulated or referred to in any other document for any other purpose without our prior written consent.


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We hereby consent to the filing of this opinion with the Commission in connection with the filing of the Registration Statement and to the use of our name therein and in the related Prospectus under the caption “Legal Matters.” In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.


Very truly yours,





/s/ Akerman LLP





Akerman LLP








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SCHEDULE I





LIST OF SUBSIDIARY GUARANTORS





GuarantorState of FormationAdvantage Health, LLCDelawareHealthSouth Acquisition Holdings, LLCDelawareHealthSouth Acquisition Holdings Subsidiary, LLCDelawareHealthSouth Arizona Real Estate, LLCDelawareHealthSouth Arkansas Real Estate, LLCDelawareHealthSouth Aviation, LLCDelawareHealthSouth Bakersfield Rehabilitation Hospital, LLCDelawareHealthSouth Bryan Holdings, LLCDelawareHealthSouth California Real Estate, LLCDelawareHealthSouth Cardinal Hill Rehabilitation Hospital, LLCDelawareHealthSouth Colorado Real Estate, LLCDelawareHealthSouth Deaconess Holdings, LLCDelawareHealthSouth East Valley Rehabilitation Hospital, LLCDelawareHealthSouth GKBJH Holdings, LLCDelawareHealthSouth Harmarville Rehabilitation Hospital, LLCDelawareHealthSouth Johnson City Holdings, LLCDelawareHealthSouth Joint Ventures Holdings, LLCDelawareHealthSouth Kansas Real Estate, LLCDelawareHealthSouth Kentucky Real Estate, LLCDelawareHealthSouth Littleton Rehabilitation, LLCDelawareHealthSouth Martin County Holdings, LLCDelawareHealthSouth Maryland Real Estate, LLCDelawareHealthSouth Massachusetts Real Estate, LLCDelawareHealthSouth Middletown Rehabilitation Hospital, LLCDelawareHealthSouth Nevada Real Estate, LLCDelawareHealthSouth New Mexico Real Estate, LLCDelawareHealthSouth North Houston GP, LLCDelawareHealthSouth Northern Kentucky Rehabilitation Hospital, LLCDelawareHealthSouth of East Tennessee, LLCDelawareHealthSouth of Erie, LLCDelawareHealthSouth of Fort Smith, LLCDelawareHealthSouth of Toms River, LLCDelawareHealthSouth of York, LLCDelawareHealthSouth Ohio Real Estate, LLCDelawareHealthSouth Owned Hospitals Holdings, LLCDelawareHealthSouth Pennsylvania Real Estate, LLCDelawareHealthSouth Plano Rehabilitation Hospital, LLCDelawareHealthSouth Properties, LLCDelawareHealthSouth Reading Rehabilitation Hospital, LLCDelawareHealthSouth Real Estate, LLCDelawareHealthSouth Real Property Holding, LLCDelaware


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GuarantorState of FormationHealthSouth Rehabilitation Hospital at Drake, LLCDelawareHealthSouth Rehabilitation Hospital of Abilene, LLCDelawareHealthSouth Rehabilitation Hospital of Arlington, LLCDelawareHealthSouth Rehabilitation Hospital of Beaumont, LLCDelawareHealthSouth Rehabilitation Hospital of Braintree, LLCDelawareHealthSouth Rehabilitation Hospital of Charleston, LLCSouth CarolinaHealthSouth Rehabilitation Hospital of Cincinnati, LLCDelawareHealthSouth Rehabilitation Hospital of Cypress, LLCDelawareHealthSouth Rehabilitation Hospital of Dallas, LLCDelawareHealthSouth Rehabilitation Hospital of Dayton, LLCDelawareHealthSouth Rehabilitation Hospital of Desert Canyon, LLCDelawareHealthSouth Rehabilitation Hospital of Fort Worth, LLCDelawareHealthSouth Rehabilitation Hospital of Fredericksburg, LLCDelawareHealthSouth Rehabilitation Hospital of Gadsden, LLCDelawareHealthSouth Rehabilitation Hospital of Henderson, LLCDelawareHealthSouth Rehabilitation Hospital of Humble, LLCDelawareHealthSouth Rehabilitation Hospital of Largo, LLCDelawareHealthSouth Rehabilitation Hospital of Las Vegas, LLCDelawareHealthSouth Rehabilitation Hospital of Marion County, LLCDelawareHealthSouth Rehabilitation Hospital of Mechanicsburg, LLCDelawareHealthSouth Rehabilitation Hospital of Miami, LLCDelawareHealthSouth Rehabilitation Hospital of Midland/Odessa, LLCDelawareHealthSouth Rehabilitation Hospital of Modesto, LLCDelawareHealthSouth Rehabilitation Hospital of New England, LLCDelawareHealthSouth Rehabilitation Hospital of New Mexico, LLCDelawareHealthSouth Rehabilitation Hospital of Newnan, LLCDelawareHealthSouth Rehabilitation Hospital of Northern Virginia, LLCDelawareHealthSouth Rehabilitation Hospital of Petersburg, LLCDelawareHealthSouth Rehabilitation Hospital of Richardson, LLCDelawareHealthSouth Rehabilitation Hospital of Round Rock, LLCDelawareHealthSouth Rehabilitation Hospital of Sarasota, LLCDelawareHealthSouth Rehabilitation Hospital of Seminole County, LLCDelawareHealthSouth Rehabilitation Hospital of Sewickley, LLCDelawareHealthSouth Rehabilitation Hospital of South Austin, LLCDelawareHealthSouth Rehabilitation Hospital of South Jersey, LLCDelawareHealthSouth Rehabilitation Hospital of Sugar Land, LLCDelawareHealthSouth Rehabilitation Hospital of Tallahassee, LLCDelawareHealthSouth Rehabilitation Hospital of the Mid-Cities, LLCDelawareHealthSouth Rehabilitation Hospital of Utah, LLCDelawareHealthSouth Rehabilitation Hospital of Vintage Park, LLCDelawareHealthSouth Rehabilitation Institute of Tucson, LLCAlabamaHealthSouth Savannah Holdings, LLCDelawareHealthSouth Scottsdale Rehabilitation Hospital, LLCDelawareHealthSouth Sea Pines Holdings, LLCDelawareHealthSouth South Carolina Real Estate, LLCDelaware


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GuarantorState of FormationHealthSouth Sunrise Rehabilitation Hospital, LLCDelawareHealthSouth Support Companies, LLCDelawareHealthSouth Texas Real Estate, LLCDelawareHealthSouth Tucson Holdings, LLCDelawareHealthSouth Tulsa Holdings, LLCDelawareHealthSouth Utah Real Estate, LLCDelawareHealthSouth Valley of the Sun Rehabilitation Hospital, LLCDelawareHealthSouth Virginia Real Estate, LLCDelawareHealthSouth Walton Rehabilitation Hospital, LLCDelawareHealthSouth West Virginia Real Estate, LLCDelawareHealthSouth Westerville Holdings, LLCDelawareNew England Rehabilitation Management Co., LLCNew HampshirePrint Promotions Group, LLCDelawareRebound, LLCDelawareRehabilitation Hospital Corporation of America, LLCDelawareRehabilitation Hospital of Plano, LLCDelawareRehabilitation Institute of Western Massachusetts, LLCMassachusettsCMS Jonesboro Rehabilitation, Inc.DelawareContinental Medical of Arizona, Inc.DelawareContinental Medical Systems, Inc.DelawareContinental Rehabilitation Hospital of Arizona, Inc.DelawareHEALTHSOUTH of Dothan, Inc.AlabamaHEALTHSOUTH of Nittany Valley, Inc.DelawareHEALTHSOUTH of South Carolina, Inc.DelawareHEALTHSOUTH of Spring Hill, Inc.DelawareHEALTHSOUTH of Treasure Coast, Inc.DelawareHEALTHSOUTH of Yuma, Inc.DelawareHEALTHSOUTH Rehabilitation Center, Inc.South CarolinaHEALTHSOUTH Rehabilitation Center of New Hampshire, Inc.DelawareHealthSouth Rehabilitation Hospital of Austin, Inc.DelawareHEALTHSOUTH Rehabilitation Hospital of Manati, Inc.DelawareHealthSouth Rehabilitation Hospital of Montgomery, Inc.AlabamaHealthSouth Rehabilitation Hospital of San Juan, Inc.DelawareHealthSouth Rehabilitation Hospital of Texarkana, Inc.DelawareHealthSouth Rehabilitation Hospital The Woodlands, Inc.DelawareHealthSouth Rehabilitation Institute of San Antonio (RIOSA), Inc.DelawareLakeshore System Services of Florida, Inc.FloridaRehab Concepts Corp.DelawareRehabilitation Hospital of Colorado Springs, Inc.DelawareReliant Blocker Corp.DelawareSherwood Rehabilitation Hospital, Inc.DelawareTarrant County Rehabilitation Hospital, Inc.TexasTyler Rehabilitation Hospital, Inc.TexasWestern Neuro Care, Inc.Delaware


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GuarantorState of FormationLakeview Rehabilitation Group PartnersKentuckySouthern Arizona Regional Rehabilitation Hospital, L.P.DelawareWestern Medical Rehab Associates, L.P.Delaware











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