EX-5.1 4 d760186dex51.htm EX-5.1 EX-5.1

Exhibit 5.1

[Letterhead of Maynard, Cooper & Gale, P.C.]

September 18, 2019

Encompass Health Corporation

9001 Liberty Parkway

Birmingham, Alabama 35242

Ladies and Gentlemen:

We have acted as counsel to Encompass Health Corporation, a Delaware corporation (the “Company”), and special counsel to each of the subsidiaries of the Company named on Schedule I attached hereto (the “Subsidiary Guarantors”), in connection with the issuance of $500,000,000 in aggregate principal amount of the Company’s 4.500% Senior Notes due 2028 (the “2028 Notes”), $500,000,000 in aggregate principal amount of the Company’s 4.750% Senior Notes due 2030 (the “2030 Notes” and, together with the 2028 Notes, the “Notes”) and the related guarantees of such Notes issued by the Subsidiary Guarantors (the “Guarantees,” and together with the Notes, the “Securities”). Such issuance has been made pursuant to (i) the Company’s Registration Statement on Form S-3 (File No. 333-220519), including a base prospectus dated September 18, 2017 (the “Base Prospectus”), initially filed with the Securities and Exchange Commission (the “Commission”) pursuant to the Securities Act of 1933, as amended (the “Securities Act”), on September 19, 2017, as amended by the Post-Effective Amendment No. 1 filed with the Commission on September 9, 2019 (the registration statement and such amendment thereto, collectively, the “Registration Statement”), (ii) the preliminary prospectus supplement dated September 9, 2019 and filed with the Commission on September 9, 2019 pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the “Preliminary Prospectus”), (iii) the document identified by the Company as a “free writing prospectus” (within the meaning of Rule 433 and Rule 405 under the Securities Act) (the “FWP”) dated September 9, 2019 and filed with the Commission on September 10, 2019 pursuant to Rule 433(d) under the Securities Act and (iv) the final prospectus supplement dated September 9, 2019 and filed with the Commission on September 11, 2019 pursuant to Rule 424(b) under the Securities Act (together with the Base Prospectus, the “Prospectus”).

The Notes and the Guarantees are being issued under an Indenture, dated as of December 1, 2009 (the “Base Indenture”), between the Company and Wells Fargo Bank, National Association (as successor to The Bank of Nova Scotia Trust Company of New York), as trustee (the “Trustee”), as supplemented by an eighth supplemental indenture, dated as of September 18, 2019, among the Company, the Guarantors and the Trustee, relating to the 2028 Notes (the “Eighth Supplemental Indenture”), and as further supplemented by a ninth supplemental indenture, dated as of September 18, 2019, among the Company, the Guarantors and the Trustee, relating to the 2030 Notes (the “Ninth Supplemental Indenture” and, together with the Eighth Supplemental Indenture, the

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September 18, 2019

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“Supplemental Indentures” and, the Supplemental Indentures together with the Base Indenture, the “Indenture”). The Notes are being sold pursuant to an Underwriting Agreement, dated September 9, 2019 (the “Underwriting Agreement”), among the Company, the Guarantors, Citigroup Global Markets Inc., as representative of the several underwriters named in Schedule 1 therein (the “Underwriters”), and the Underwriters.

In rendering our opinions herein, we have relied upon certificates signed by officers of the Company and the Subsidiary Guarantors with respect to various factual matters without having independently verified such factual matters, and certificates, correspondence and representations from public officials referred to below. We are opining herein solely as to (i) the Alabama Business and Nonprofit Entity Code, the Delaware General Corporation Law, the Delaware Limited Liability Company Act, the Delaware Revised Uniform Limited Partnership Act, the Florida Business Corporation Act and the Tennessee Limited Liability Company Act (collectively, the “Business Codes”), as applicable to those certain Subsidiary Guarantors that are identified in Schedule I hereto as being incorporated or otherwise organized under Alabama, Delaware, Florida or Tennessee law (the “Specified Guarantors”), and (ii) with respect to the opinions set forth in paragraphs 6 and 7 below, the internal laws of the State of New York. We express no opinion with respect to the applicability thereto, or the effect thereon, of the federal laws of the United States or the laws of any other jurisdiction or, in the case of the States of Alabama, Delaware, Florida and Tennessee, any laws other than the Business Codes listed above, or as to any matters of municipal law or the laws of any local agencies within any state. Additionally, we are not rendering any opinion, and we are not providing any assurance, as to compliance with any antifraud law, rule or regulation or any state “blue sky” securities law relating to the Securities or the offering, issuance or sale thereof. We are not admitted to practice in the State of Delaware; however, we are generally familiar with the Delaware General Corporation Law, the Delaware Limited Liability Company Act and the Delaware Revised Uniform Limited Partnership Act as currently in effect and have made such inquiries as we consider necessary to render the opinions below. We call to your attention that certain of the Subsidiary Guarantors are incorporated or otherwise organized, as the case may be, in the States of Massachusetts, South Carolina and Texas, as indicated in Schedule I hereto. Various matters concerning the laws of the States of Massachusetts, South Carolina and Texas are addressed in the letter of Bradley Arant Boult Cummings LLP, and we express no opinion with respect to those matters.

In rendering our opinions herein, we have examined originals or copies of the following documents:

(i)    the Registration Statement;

(ii)    the Preliminary Prospectus;

(iii)    the FWP;

(iv)    the Prospectus;

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(v)    the Underwriting Agreement;

(vi)    the Indenture, including the Guarantees contained therein;

(vii)    the global note executed by the Company pursuant to the Indenture, dated as of September 18, 2019, representing the 2028 Notes (the “2028 Global Note”);

(viii)    the global note executed by the Company pursuant to the Indenture, dated as of September 18, 2019, representing the 2030 Notes (the “2030 Global Note” and, together with the 2028 Global Note, the “Global Notes”);

(ix)    the certificate of incorporation and bylaws for the Company;

(x)    the certificate of incorporation, articles of incorporation, articles of organization, certificate of formation, bylaws, limited liability company agreement, operating agreement and partnership agreement or the equivalents thereto, as applicable, for each Specified Guarantor;

(xi)    certain resolutions adopted by the Company’s board of directors, and a committee thereof, relating to the Securities and certain related matters;

(xii)    certain resolutions adopted by the board of directors, board of managers or partners, as applicable, and any resolutions authorizing the same, of each Specified Guarantor, relating to the Securities and certain related matters;

(xiii)    a certificate with respect to various factual matters signed by an officer of the Company dated as of the date of this opinion letter;

(xiv)    a certificate with respect to various factual matters signed by an officer of each of the Subsidiary Guarantors dated as of the date of this opinion letter; and

(xv)    certificates of public officials or other written evidence of good standing, existence or compliance, as applicable, for each of the Company and the Specified Guarantors in its respective jurisdiction of incorporation or formation, as applicable (the “Public Certificates”).

In addition, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of officers of the Company and the Subsidiary Guarantors and of public officials and other instruments or documents as we have deemed necessary or advisable for the purposes of rendering these opinions.

We have assumed the genuineness of all signatures, the legal capacity of each natural person signing any document reviewed by us, the authority of each person signing in a representative capacity (other than with respect to the Company and the Specified Guarantors) any document reviewed by us, the authenticity of all documents submitted to us as originals, the conformity to authentic original documents of all copies submitted to us or filed with the Commission as conformed and certified or reproduced copies, and the absence of duress, fraud or

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September 18, 2019

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mutual mistake of material facts on the part of the parties to any agreement with respect to which an opinion is expressed herein. We have further assumed (a) that, other than with respect to the Company and each of the Specified Guarantors, the Underwriting Agreement, the Indenture and the Global Notes (collectively, the “Subject Documents”) have been duly authorized, executed and delivered by the parties thereto, (b) that, other than with respect to the Company and each of the Specified Guarantors, the Subject Documents constitute legally valid and binding obligations of the parties thereto, enforceable against each of them in accordance with their respective terms, and (c) that the status of the Subject Documents as legally valid and binding obligations of the parties is not affected by any (i) breaches of, or defaults under, agreements or instruments, (ii) violations of statutes, rules, regulations or court or governmental orders, or (iii) failures to obtain required consents, approvals or authorizations from, or make required registrations, declarations or filings with, governmental authorities. As to any facts material to these opinions, we have relied to the extent we deemed appropriate and without independent investigation upon statements and representations of officers and other representatives of the Company, the Subsidiary Guarantors and others.

With regard to our opinion in paragraph 1 below with respect to the Company’s and the Specified Guarantors’ good standing, we have based our opinions solely upon examination of the Public Certificates. With regard to our opinions in paragraphs 3, 5 and 7 below, we express no opinion as to compliance with Section 48-249-306 of the Tennessee Revised Limited Liability Company Act or Section 48-236-105 of the Tennessee Limited Liability Company Act, insofar as the incurrence of the obligations governed by the Indenture may be deemed to be a distribution by the Specified Guarantor that is formed in Tennessee.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations herein set forth, we are of the opinion that:

(1)    Each of the Company and the Specified Guarantors is validly existing and in good standing under the laws of its respective jurisdiction of incorporation or formation, as applicable.

(2)    The Company has the requisite corporate power under the laws of the State of Delaware to execute, deliver and perform its obligations under the Indenture and to issue the Notes.

(3)    Each of the Specified Guarantors has the requisite corporate, limited liability company or partnership power, as applicable, under the laws of its state of incorporation or formation, as applicable, to execute, deliver and perform its obligations under the Indenture and to issue the Guarantees.

(4)    The execution and delivery by the Company of the Indenture and the performance of its obligations thereunder, including the issuance of the Notes in accordance with the provisions of the Indenture, have been duly authorized by the Company.

(5)    The execution and delivery by each of the Specified Guarantors of the Indenture and the performance of its obligations thereunder, including the issuance of the Guarantees in accordance with the provisions of the Indenture, have been duly authorized by each of the Specified Guarantors.

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September 18, 2019

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(6)    The Notes are legally valid and binding obligations of the Company, enforceable against the Company in accordance with their terms.

(7)    The Guarantees are legally valid and binding obligations of the Subsidiary Guarantors, enforceable against the Subsidiary Guarantors in accordance with their respective terms.

The opinions expressed in paragraphs 6 and 7 above with respect to the valid and binding nature of obligations of the Securities are subject to the following exceptions, limitations and qualifications:

(i)     we express no opinion with respect to any provision of any of the Subject Documents relating to: (a) the effect of bankruptcy, insolvency, reorganization, receivership, moratorium or other laws affecting creditors’ rights (including, without limitation, the effect of statutory and other law regarding fraudulent conveyances, fraudulent transfers and preferential transfers) (b) non-reliance, exculpation, disclaimer, limitation of liability, indemnification, contribution, waiver, limitation or exclusion of remedies; (b) liquidated damages, forfeitures, default interest, late charges, make-whole premiums, payment of attorneys’ fees, collection upon acceleration of amounts that might be determined to constitute unearned interest thereon, or other economic remedies, in each case to the extent that it constitutes a penalty, is prohibited by law or is deemed to be contrary to public policy; (c) concepts or principles of materiality, reasonableness, equity, good faith, fair dealing or unconscionability (regardless of whether the Securities are considered in a proceeding in equity or at law); (d) governing law (except for the enforceability of any provision choosing New York law as a Subject Document’s governing law pursuant to the statutes referred to in paragraph (ii) below); (e) the waiver of the right to trial by jury or of usury, stay, extension and similar laws; (f) rights or remedies not being exclusive, not preventing the concurrent assertion of any other right or remedy, being cumulative and exercisable in addition to any other right and remedy, or any delay or omission to exercise any right or remedy not impairing any right or remedy or not constituting a waiver thereof; (g) any obligation or agreement to use best efforts, reasonable best efforts or commercially reasonable efforts; (h) any requirement that a party take further action or enter into further agreements or instruments or provide further assurances; (i) any requirement that amendments or waivers be in writing insofar as they suggest that oral or other modifications, amendments or waivers could not be effectively agreed upon by the parties or that the doctrine of promissory estoppel might not apply; (j) service of process by any method not provided for under applicable statute or court rule; and (k) the severability of any provisions to the foregoing effect to the extent such provisions are unenforceable; and

(ii)    to the extent that any opinions set forth herein relate to the enforceability of the choice of New York law and selection of a New York forum or exclusive jurisdiction provisions in any of the Subject Documents, such opinions are subject to the qualifications that such enforceability may be subject to, in each case, (a) the exceptions and limitations in Sections 5-1401 and 5-1402 of the New York General Obligations Law and (b) principles of comity and constitutionality.

Encompass Health Corporation

September 18, 2019

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This opinion letter is rendered as of the date hereof, and we assume no obligation to revise or supplement the opinions contained herein in the event of any future changes in the facts or laws relating to the matters covered by such opinions. This opinion letter is being furnished in accordance with the requirements of Item 16 of Form S-3 and Item 601(b)(5)(i) of Regulation S-K, as promulgated by the Commission under the Securities Act, and is limited to the matters expressly stated herein, and no opinions are to be inferred or may be implied beyond those expressly stated.

We hereby consent to the filing of this opinion letter as an exhibit to the Company’s Current Report on Form 8-K, dated September 18, 2019, which is incorporated by reference into the Registration Statement, and to the reference to our firm under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission promulgated thereunder.

Sincerely,

/s/ Maynard, Cooper & Gale, P.C.

SCHEDULE I

Subsidiary Guarantors

 

Guarantors

    State of
Incorporation or
Organization

Continental Medical Systems, LLC

    Delaware

Continental Rehabilitation Hospital of Arizona, Inc.

    Delaware

Encompass Health Acquisition Holdings Subsidiary, LLC

    Delaware

Encompass Health Acquisition Holdings, LLC

    Delaware

Encompass Health Alabama Real Estate, LLC

    Delaware

Encompass Health Arizona Real Estate, LLC

    Delaware

Encompass Health Arkansas Real Estate, LLC

    Delaware

Encompass Health Boise Holdings, LLC

    Delaware

Encompass Health Bryan Holdings, LLC

    Delaware

Encompass Health C Corp Sub Holdings, Inc.

    Delaware

Encompass Health California Real Estate, LLC

    Delaware

Encompass Health Central Arkansas Holdings, Inc.

    Delaware

Encompass Health Colorado Real Estate, LLC

    Delaware

Encompass Health Deaconess Holdings, LLC

    Delaware

Encompass Health Fairlawn Holdings, LLC

    Delaware

Encompass Health GKBJH Holdings, LLC

    Delaware

Encompass Health Gulfport Holdings, LLC

    Delaware

Encompass Health Iowa Real Estate, LLC

    Delaware

Encompass Health Johnson City Holdings, LLC

    Delaware

Encompass Health Joint Ventures Holdings, LLC

    Delaware

Encompass Health Jonesboro Holdings, Inc.

    Delaware

Encompass Health Kansas Real Estate, LLC

    Delaware

Encompass Health Kentucky Real Estate, LLC

    Delaware

Encompass Health Littleton Holdings, LLC

    Delaware

Encompass Health Lubbock Holdings, LLC

    Delaware

Encompass Health Martin County Holdings, LLC

    Delaware

Encompass Health Maryland Real Estate, LLC

    Delaware

Encompass Health Massachusetts Real Estate, LLC

    Delaware

Encompass Health Midland Odessa Holdings, LLC

    Delaware

Encompass Health Myrtle Beach Holdings, LLC

    Delaware

Encompass Health Nevada Real Estate, LLC

    Delaware

Encompass Health New Mexico Real Estate, LLC

    Delaware

Encompass Health North Houston GP, LLC

    Delaware

Encompass Health Ohio Real Estate, LLC

    Delaware

Encompass Health Owned Hospitals Holdings, LLC

    Delaware

Encompass Health Pennsylvania Real Estate, LLC

    Delaware

Encompass Health Properties, LLC

    Delaware

Encompass Health Real Estate, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Albuquerque, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Altamonte Springs, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Bakersfield, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Bluffton, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Braintree, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Cardinal Hill, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Charleston, LLC

    South Carolina

Guarantors

    State of
Incorporation or
Organization

Encompass Health Rehabilitation Hospital of Cincinnati, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Colorado Springs, Inc.

    Delaware

Encompass Health Rehabilitation Hospital of Columbia, Inc.

    Delaware

Encompass Health Rehabilitation Hospital of Concord, Inc.

    Delaware

Encompass Health Rehabilitation Hospital of Dayton, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Desert Canyon, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Dothan, Inc.

    Alabama

Encompass Health Rehabilitation Hospital of East Valley, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Erie, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Florence, Inc.

    South Carolina

Encompass Health Rehabilitation Hospital of Fort Smith, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Franklin, LLC

    Tennessee

Encompass Health Rehabilitation Hospital of Fredericksburg, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Gadsden, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Harmarville, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Henderson, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Kingsport, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Lakeview, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Largo, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Las Vegas, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Littleton, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Manati, Inc.

    Delaware

Encompass Health Rehabilitation Hospital of Mechanicsburg, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Miami, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Middletown, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Modesto, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Montgomery, Inc.

    Alabama

Encompass Health Rehabilitation Hospital of New England, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Newnan, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Nittany Valley, Inc.

    Delaware

Encompass Health Rehabilitation Hospital of Northern Kentucky, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Northern Virginia, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Northwest Tucson, L.P.

    Delaware

Encompass Health Rehabilitation Hospital of Ocala, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Panama City, Inc.

    Florida

Encompass Health Rehabilitation Hospital of Petersburg, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Reading, LLC

    Delaware

Encompass Health Rehabilitation Hospital of San Juan, Inc.

    Delaware

Encompass Health Rehabilitation Hospital of Sarasota, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Scottsdale, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Shelby County, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Spring Hill, Inc.

    Delaware

Encompass Health Rehabilitation Hospital of Sunrise, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Tallahassee, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Toms River, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Treasure Coast, Inc.

    Delaware

Encompass Health Rehabilitation Hospital of Tustin, L.P.

    Delaware

Encompass Health Rehabilitation Hospital of Utah, LLC

    Delaware

Encompass Health Rehabilitation Hospital of Vineland, LLC

    Delaware

Guarantors

    State of
Incorporation or
Organization

Encompass Health Rehabilitation Hospital of Western Massachusetts, LLC

    Massachusetts

Encompass Health Rehabilitation Hospital of York, LLC

    Delaware

Encompass Health Rehabilitation Institute of Tucson, LLC

    Alabama

Encompass Health Savannah Holdings, LLC

    Delaware

Encompass Health Sea Pines Holdings, LLC

    Delaware

Encompass Health Sewickley Holdings, LLC

    Delaware

Encompass Health South Carolina Real Estate, LLC

    Delaware

Encompass Health South Dakota Real Estate, LLC

    Delaware

Encompass Health Support Companies, LLC

    Delaware

Encompass Health Texas Real Estate, LLC

    Delaware

Encompass Health Tucson Holdings, LLC

    Delaware

Encompass Health Tulsa Holdings, LLC

    Delaware

Encompass Health Tyler Holdings, Inc.

    Delaware

Encompass Health Utah Real Estate, LLC

    Delaware

Encompass Health ValleyofTheSun Rehabilitation Hospital, LLC

    Delaware

Encompass Health Virginia Real Estate, LLC

    Delaware

Encompass Health Walton Rehabilitation Hospital, LLC

    Delaware

Encompass Health West Tennessee Holdings, LLC

    Delaware

Encompass Health West Virginia Real Estate, LLC

    Delaware

Encompass Health Westerville Holdings, LLC

    Delaware

Encompass Health Winston-Salem Holdings, LLC

    Delaware

Encompass Health Yuma Holdings, Inc.

    Delaware

Encompass Rehabilitation Hospital of Abilene, LLC

    Delaware

Encompass Rehabilitation Hospital of Arlington, LLC

    Delaware

Encompass Rehabilitation Hospital of Austin, LLC

    Delaware

Encompass Rehabilitation Hospital of City View, Inc.

    Delaware

Encompass Rehabilitation Hospital of Cypress, LLC

    Delaware

Encompass Rehabilitation Hospital of Dallas, LLC

    Delaware

Encompass Rehabilitation Hospital of Humble, LLC

    Delaware

Encompass Rehabilitation Hospital of Pearland, LLC

    Delaware

Encompass Rehabilitation Hospital of Plano, LLC

    Delaware

Encompass Rehabilitation Hospital of Richardson, LLC

    Delaware

Encompass Rehabilitation Hospital of Round Rock, LLC

    Delaware

Encompass Rehabilitation Hospital of San Antonio, Inc.

    Delaware

Encompass Rehabilitation Hospital of Sugar Land, LLC

    Delaware

Encompass Rehabilitation Hospital of Texarkana, Inc.

    Delaware

Encompass Rehabilitation Hospital of the Mid-Cities, LLC

    Delaware

Encompass Rehabilitation Hospital of The Woodlands, Inc.

    Delaware

Encompass Rehabilitation Hospital The Vintage, LLC

    Delaware

HealthSouth Rehabilitation Hospital of Austin, Inc.

    Delaware

HealthSouth Rehabilitation Hospital of Fort Worth, LLC

    Delaware

HealthSouth Rehabilitation Hospital of North Houston, LP

    Texas

Print Promotions Group, LLC

    Delaware

Rebound, LLC

    Delaware

Rehab Concepts Corp.

    Delaware

Rehabilitation Hospital Corporation of America, LLC

    Delaware

Rehabilitation Hospital of North Alabama, LLC

    Delaware

Rehabilitation Hospital of Plano, LLC

    Delaware

Reliant Blocker Corp.

    Delaware

Western Neuro Care, Inc.

    Delaware