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EX-1.1 - EX-1.1 - Express Scripts Holding Co.d222012dex11.htm
8-K - 8-K - Express Scripts Holding Co.d222012d8k.htm

Exhibit 5.1

[Letterhead of Skadden, Arps, Slate, Meagher & Flom LLP]

July 5, 2016

Express Scripts Holding Company

One Express Way

St. Louis, Missouri 63121

 

  Re: Express Scripts Holding Company
       Registration Statement on Form S-3

Ladies and Gentlemen:

We have acted as special counsel to Express Scripts Holding Company, a Delaware corporation (the “Company”), in connection with the public offering of (a) $1,000,000,000 aggregate principal amount of the Company’s 3.000% Senior Notes due 2023 (the “2023 Notes”), to be issued under the Indenture, dated as of November 21, 2011 (the “Base Indenture”), among the Company, certain subsidiaries of the Company and Wells Fargo Bank, National Association, as trustee (the “Trustee”), as supplemented by the Eighteenth Supplemental Indenture, dated as of July 5, 2016 (the “Eighteenth Supplemental Indenture”), among the Company, the Guarantors listed on Schedule I hereto (collectively, the “Guarantors”) and the Trustee, (b) $1,500,000,000 aggregate principal amount of the Company’s 3.400% Senior Notes due 2027 (the “2027 Notes”), to be issued under the Base Indenture, as supplemented by the Nineteenth Supplemental Indenture, dated as of July 5, 2016 (the “Nineteenth Supplemental Indenture”), among the Company, the Guarantors and the Trustee and (c) $1,500,000,000 aggregate principal amount of the Company’s 4.800% Senior Notes due 2046 (together with the 2023 Notes and the 2027 Notes, the “Notes”), to be issued under the Base Indenture, as supplemented by the Twentieth Supplemental Indenture, dated as of July 5, 2016 (the “Twentieth Supplemental Indenture” and, together with the Base Indenture, the Eighteenth Supplemental Indenture and the Nineteenth Supplemental Indenture, the “Indenture”), among the Company, the Guarantors and the Trustee. The Indenture provides that the Notes are to be guaranteed by the Guarantors (such guarantees, together with the Notes, the “Securities”).

This opinion is being furnished in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the “Securities Act”).


Express Scripts Holding Company

July 5, 2016

Page 2

 

In rendering the opinions stated herein, we have examined and relied upon the following:

(a) the registration statement on Form S-3 (File No. 333-196442) of the Company and the Guarantors relating to the Securities and other securities of the Company filed on June 2, 2014 with the Securities and Exchange Commission (the “Commission”) under the Securities Act, allowing for delayed offerings pursuant to Rule 415 of the General Rules and Regulations under the Securities Act (the “Rules and Regulations”), and Post-Effective Amendment No. 1 thereto, including the information deemed to be a part of the registration statement pursuant to Rule 430B of the Rules and Regulations (such registration statement, as so amended, being hereinafter referred to as the “Registration Statement”);

(b) the prospectus, dated June 2, 2014 (the “Base Prospectus”), which forms a part of and is included in the Registration Statement;

(c) the preliminary prospectus supplement, dated June 29, 2016, relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (together with the Base Prospectus, the “Preliminary Prospectus”);

(d) the prospectus supplement, dated June 29, 2016, relating to the offering of the Securities, in the form filed with the Commission pursuant to Rule 424(b) of the Rules and Regulations (together with the Base Prospectus, the “Prospectus”);

(e) an executed copy of the Underwriting Agreement, dated June 29, 2016 (the “Underwriting Agreement”), among the Company, the Guarantors and Citigroup Global Markets Inc., Credit Suisse Securities (USA) LLC and Merrill Lynch, Pierce, Fenner & Smith Incorporated, as representatives of the several Underwriters named therein (the “Underwriters”), relating to the sale by the Company and the Guarantors to the Underwriters of the Securities;

(f) an executed copy of the Base Indenture;

(g) an executed copy of the Eighteenth Supplemental Indenture;

(h) an executed copy of the Nineteenth Supplemental Indenture;

(i) an executed copy of the Twentieth Supplemental Indenture;

(j) the global certificates evidencing the Notes registered in the name of Cede & Co. (collectively, the “Note Certificates”) in the form delivered by the Company to the Trustee for authentication and delivery;

(k) each notation of guarantee (the “Guarantees”) of each of the Guarantors, endorsed on the Note Certificates;


Express Scripts Holding Company

July 5, 2016

Page 3

 

(l) an executed copy of the certificate of Timothy C. Wentworth, President and Chief Executive Officer of the Company, and Eric Slusser, Executive Vice President and Chief Financial Officer of the Company, dated the date hereof (the “Officer’s Certificate”);

(m) an executed copy of a certificate for each Opinion Party (as defined below) of the Secretary or Assistant Secretary, as applicable, of each Opinion Party, dated the date hereof (collectively, the “Secretary’s Certificates”);

(n) a copy of each Opinion Party’s articles of incorporation, certificate of incorporation, certificate of formation or articles of organization, as applicable, certified by the Secretary of State of each such Opinion Party’s applicable jurisdiction of formation or organization, as applicable, and certified pursuant to the Secretary’s Certificates, as applicable;

(o) a copy of the Company’s by-laws, as amended and in effect on the date hereof and certified pursuant to the Company’s Secretary’s Certificate;

(p) a copy of the by-laws, limited liability company agreement or partnership agreement, as applicable, in each case as amended and in effect as of the date hereof, of each Opinion Party Guarantor (as defined below), certified pursuant to the Secretary’s Certificates, as applicable;

(q) a copy of certain resolutions of the board of directors of the Company (the “Board of Directors”), adopted on June 21, 2016, and of the financing committee of the Board of Directors adopted on June 29, 2016, certified pursuant to the Company’s Secretary’s Certificate;

(r) copies of certain resolutions of the board of directors, partners or other managing body, as applicable, of each Opinion Party Guarantor, certified pursuant to the Secretary’s Certificates, as applicable;

(s) copies of certificates, each dated as of June 24, 2016, and a bringdown verification thereof, dated the date hereof, from the Secretary of State of the State of Delaware with respect to each Delaware Opinion Party’s (as defined below) existence and good standing in the State of Delaware (collectively, the “Delaware Certificates”);

(t) copies of a certificate, dated as of June 24, 2016, and a bringdown verification thereof, dated the date hereof, from the Secretary of the Commonwealth of the Commonwealth of Massachusetts with respect to the Massachusetts Opinion Party’s (as defined below) legal existence and good standing with the office of the Secretary of the Commonwealth of the Commonwealth of Massachusetts (the “Massachusetts Certificate”); and


Express Scripts Holding Company

July 5, 2016

Page 4

 

(u) a copy of a certificate, dated as of June 24, 2016, and a bringdown verification thereof, dated the date hereof, from the office of the Secretary of State of the State of New York with respect to each New York Opinion Party’s (as defined below) existence in the State of New York (collectively, the “New York Certificates”).

We have also examined originals or copies, certified or otherwise identified to our satisfaction, of such records of the Company and the Guarantors and such agreements, certificates and receipts of public officials, certificates of officers or other representatives of the Company, the Guarantors and others, and such other documents as we have deemed necessary or appropriate as a basis for the opinions stated below.

In our examination, we have assumed the genuineness of all signatures, including endorsements, the legal capacity and competency of all natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as facsimile, electronic, certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts relevant to the opinions stated herein that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Company, the Guarantors and others and of public officials, including the facts and conclusions set forth in the Officer’s Certificate and the factual representations and warranties contained in the Transaction Agreements (as defined below).

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the federal laws of the United States of America, (ii) the laws of the State of New York, including the Business Corporation Law of the State of New York (“NYBCL”), (iii) the General Corporation Law of the State of Delaware (the “DGCL”), the Delaware Limited Liability Company Act (the “DLLCA”), the Delaware Revised Uniform Partnership Act (“DRUPA”) and the Massachusetts Business Corporation Act (the “MBCA”), and (iv) to the extent that judicial or regulatory orders or decrees or consents, approvals, licenses, authorizations, validations, filings, recordings or registrations with governmental authorities are relevant, to those required under such laws (all of the foregoing being referred to as “Opined on Law”). We do not express any opinion as to the effect of any non-Opined on Law on the opinions stated herein.

As used herein, (i) “Opinion Parties” means the Company and the Opinion Party Guarantors, (ii) “Opinion Party Guarantors” means the Delaware Opinion Party Guarantors, the Massachusetts Opinion Party Guarantor and the New York Opinion Party Guarantors, (iii) “Delaware Opinion Party Guarantors” means each of the entities listed on Schedule II hereto under the headings “Delaware Corporate Opinion Party Guarantors”, “Delaware Partnership Opinion Party Guarantor” and “Delaware LLC Opinion Party Guarantors”, (iv) “Massachusetts Opinion Party Guarantor” means the entity listed on Schedule II hereto under the heading “Massachusetts Opinion Party Guarantor,” and (v) “New York Opinion Party Guarantors” means the entities listed on Schedule II hereto under the heading “New York Opinion Party Guarantors.” “Non-Opinion Party Guarantors” means each of the Guarantors listed on Schedule III hereto. “Transaction Agreements” means the Indenture, the Note Certificates and the Guarantees.

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


Express Scripts Holding Company

July 5, 2016

Page 5

 

1. The Note Certificates have been duly authorized by all requisite corporate action on the part of the Company and duly executed by the Company under the DGCL, and when duly authenticated by the Trustee and issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, the Note Certificates will constitute valid and binding obligations of the Company, enforceable against the Company in accordance with their respective terms under the laws of the State of New York.

2. The Guarantees of each Opinion Party Guarantor have been duly authorized by all requisite corporate action on the part of such Opinion Party Guarantor under the DGCL, NYBCL, DLLCA, DRUPA or MBCA, as applicable, and, when the Note Certificates are issued and delivered by the Company against payment therefor in accordance with the terms of the Underwriting Agreement and the Indenture, each Guarantee will constitute the valid and binding obligation of the applicable Guarantor, enforceable against such Guarantor in accordance with its terms under the laws of the State of New York.

The opinions stated herein are subject to the following qualifications:

 

  (a) the opinions stated herein are limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent transfer, preference and other similar laws affecting creditors’ rights generally, and by general principles of equity (regardless of whether enforcement is sought in equity or at law);

 

  (b) we do not express any opinion with respect to any law, rule or regulation that is applicable to any party to any of the Transaction Agreements or the transactions contemplated thereby solely because such law, rule or regulation is part of a regulatory regime applicable to any such party or any of its affiliates as a result of the specific assets or business operations of such party or such affiliates;

 

  (c) except to the extent expressly stated in the opinions contained herein, we have assumed that each of the Transaction Agreements constitutes the valid and binding obligation of each party to such Transaction Agreement, enforceable against such party in accordance with its terms;

 

  (d) we do not express any opinion with respect to the enforceability of any provision contained in any Transaction Agreement relating to any indemnification, contribution, exculpation, release or waiver that may be contrary to public policy or violative of federal or state securities laws, rules or regulations;

 

  (e) we call to your attention that irrespective of the agreement of the parties to any Transaction Agreement, a court may decline to hear a case on grounds of forum non conveniens or other doctrine limiting the availability of such court as a forum for resolution of disputes; in addition, we call to your attention that we do not express any opinion with respect to the subject matter jurisdiction of the federal courts of the United States of America in any action arising out of or relating to any Transaction Agreement;


Express Scripts Holding Company

July 5, 2016

Page 6

 

  (f) we have assumed that the limited liability company agreement and the partnership agreement, as applicable, of the applicable Delaware Opinion Party Guarantor set forth on Schedule II is the only limited liability company agreement or partnership agreement, as applicable, as defined under the DLLCA or the DRUPA, as applicable, of such Delaware Opinion Party Guarantor;

 

  (g) we do not express any opinion with respect to the enforceability of Section 13.1 of the Base Indenture to the extent that such section provides that the obligations of the Guarantors are absolute and unconditional irrespective of the enforceability or genuineness of the Indenture or the effect thereof on the opinions herein stated;

 

  (h) we do not express any opinion with respect to the enforceability of the provisions contained in Section 13.11 of the Base Indenture to the extent that such provisions limit the obligation of the Guarantors under the Indenture or any right of contribution of any party with respect to the Guarantees; and

 

  (i) to the extent that any opinion relates to the enforceability of the choice of New York law and choice of New York forum provisions contained in any Transaction Agreement, the opinions stated herein are subject to the qualification that such enforceability may be subject to, in each case, (i) the exceptions and limitations in New York General Obligations Law sections 5-1401 and 5-1402 and (ii) principles of comity or constitutionality.

In addition, in rendering the foregoing opinions we have assumed that:

 

  (a) each Non-Opinion Party Guarantor (i) is duly incorporated or formed, as applicable, and is validly existing and in good standing, (ii) has requisite legal status and legal capacity under the laws of the jurisdiction of its organization or formation, as applicable, and (iii) has complied and will comply with all aspects of the laws of the jurisdiction of its organization or formation, as applicable, in connection with the transactions contemplated by, and the performance of its obligations under, the Transaction Agreements to which such Non-Opinion Party Guarantor is a party;

 

  (b) each Non-Opinion Party Guarantor has the corporate or limited liability company, as applicable, power and authority to execute, deliver and perform all its obligations under each of the Transaction Agreements to which such Non-Opinion Party Guarantor is a party;

 

  (c) each of the Transaction Agreements to which a Non-Opinion Party Guarantor is a party has been duly authorized, executed and delivered by all requisite corporate or limited liability company, as applicable, action on the part of such Non-Opinion Party Guarantor;


Express Scripts Holding Company

July 5, 2016

Page 7

 

  (d) neither the execution and delivery by the Company or any Guarantor of the Transaction Agreements to which the Company or such Guarantor is a party nor the consummation by the Company and such Guarantor of the issuance and sale of the Notes and Guarantees, as applicable, contemplated thereby: (i) conflicts or will conflict with the articles of incorporation, certificate of incorporation or certificate of formation, articles of organization, as applicable, of the Company or any Guarantor, (ii) constitutes or will constitute a violation of, or a default under, any lease, indenture, instrument or other agreement to which the Company or any Guarantor or its property is subject, (iii) contravenes or will contravene any order or decree of any governmental authority to which the Company or any Guarantor or its property is subject, or (iv) violates or will violate any law, rule or regulation to which the Company or any Guarantor or its property is subject (except that we do not make the assumption set forth in this clause (iv) with respect to the Opined on Law); and

 

  (e) neither the execution and delivery by the Company or any Guarantor of the Transaction Agreements to which the Company or such Guarantor is a party nor the consummation by the Company and such Guarantor of the issuance and sale of the Notes and Guarantees, as applicable, contemplated thereby, requires or will require the consent, approval, licensing or authorization of, or any filing, recording or registration with, any governmental authority under any law, rule or regulation of any jurisdiction.

We hereby consent to the filing of this opinion with the Commission as an exhibit to the Company’s Current Report on Form 8-K being filed on the date hereof and incorporated by reference into the Registration Statement. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the Preliminary Prospectus and the Prospectus. In giving this consent, we do not thereby 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. This opinion is expressed as of the date hereof unless otherwise expressly stated, and we disclaim any undertaking to advise you of any subsequent changes in the facts stated or assumed herein or of any subsequent changes in applicable laws.

Very truly yours,

/s/ Skadden, Arps, Slate, Meagher & Flom LLP

S.J.K.


Schedule I

Guarantors

 

Legal Name

  

Type of Entity

   Jurisdiction of
Incorporation Formation
Accredo Health Group, Inc.    Corporation    Delaware
Accredo Health, Incorporated    Corporation    Delaware
AHG of New York, Inc.    Corporation    New York
Airport Holdings, LLC    Limited Liability Company    New Jersey
Bio Partners In Care, Inc.    Corporation    Missouri
Care Continuum, Inc.    Corporation    Kentucky
CFI of New Jersey, Inc.    Corporation    New Jersey
CuraScript, Inc.    Corporation    Delaware
Diversified Pharmaceutical Services, Inc.    Corporation    Minnesota
ESI Mail Order Processing, Inc.    Corporation    Delaware
ESI Mail Pharmacy Service, Inc.    Corporation    Delaware
ESI Partnership    General Partnership    Delaware
ESI Realty, LLC    Limited Liability Company    New Jersey
ESI Resources, Inc.    Corporation    Minnesota
ESI-GP Holdings, Inc.    Corporation    Delaware
Express Scripts Administrators, LLC    Limited Liability Company    Delaware
Express Scripts Canada Holding, Co.    Corporation    Delaware
Express Scripts Canada Holding, LLC    Limited Liability Company    Delaware
Express Scripts Pharmaceutical Procurement, LLC    Limited Liability Company    Delaware
Express Scripts Pharmacy, Inc.    Corporation    Delaware
Express Scripts Senior Care Holdings, Inc.    Corporation    Delaware
Express Scripts Senior Care, Inc.    Corporation    Delaware
Express Scripts Services Company    Corporation    Delaware
Express Scripts Specialty Distribution Services, Inc.    Corporation    Delaware
Express Scripts Utilization Management Co.    Corporation    Delaware
Express Scripts, Inc.    Corporation    Delaware
Freco, Inc.    Corporation    Florida
Freedom Service Company, LLC    Limited Liability Company    Florida
HealthBridge Reimbursement and Product Support, Inc.    Corporation    Massachusetts
Healthbridge, Inc.    Corporation    Delaware


L&C Investment, LLC

   Limited Liability Company    Delaware

Lynnfield Compounding Center, Inc.

   Corporation    Florida

Lynnfield Drug, Inc.

   Corporation    Florida

MAH Pharmacy, L.L.C.

   Limited Liability Company    Delaware

Matrix GPO LLC

   Limited Liability Company    Indiana

Medco Europe , L.L.C.

   Limited Liability Company    Delaware

Medco Europe II, L.L.C.

   Limited Liability Company    Delaware

Medco Health New York Independent Practice Association, L.L.C.

   Corporation    New York

Medco Health Puerto Rico, L.L.C.

   Limited Liability Company    Delaware

Medco Health Services, Inc.

   Corporation    Delaware

Medco Health Solutions, Inc.

   Corporation    Delaware

Medco of Willingboro Urban Renewal, L.L.C.

   Limited Liability Company    New Jersey

Mooresville On-Site Pharmacy, LLC

   Limited Liability Company    Delaware

National Prescription Administrators, Inc.

   Corporation    New Jersey

Priority Healthcare Corporation

   Corporation    Indiana

Priority Healthcare Corporation West

   Corporation    Nevada

Priority Healthcare Distribution, Inc.

   Corporation    Florida

Spectracare Health Care Ventures, Inc.

   Corporation    Kentucky

Spectracare, Inc.

   Corporation    Kentucky

Strategic Pharmaceutical Investments, LLC

   Limited Liability Company    Delaware

Systemed, L.L.C.

   Limited Liability Company    Delaware

The Vaccine Consortium, LLC

   Limited Liability Company    Maryland

UBC Late Stage, Inc.

   Corporation    Missouri

United BioSource Holdings, Inc.

   Corporation    Delaware

United BioSource LLC

   Limited Liability Company    Delaware

United BioSource Patient Solutions, Inc.

   Corporation    Delaware

 

I-2


Schedule II

Opinion Party Guarantors

 

Legal Name

  

Type of Entity

   Jurisdiction of
Incorporation or
Formation
   By-laws,
Limited
Liability
Company
Agreement or
Partnership Agreement
Delaware Corporate Opinion Party Guarantors

Accredo Health Group, Inc.

   Corporation    Delaware    By-laws

Accredo Health, Incorporated

   Corporation    Delaware    By-laws

CuraScript, Inc.

   Corporation    Delaware    By-laws

ESI Mail Order Processing, Inc.

   Corporation    Delaware    By-laws

ESI Mail Pharmacy Service, Inc.

   Corporation    Delaware    By-laws

ESI-GP Holdings, Inc.

   Corporation    Delaware    By-laws

Express Scripts Canada Holding Co.

   Corporation    Delaware    By-laws

Express Scripts Pharmacy, Inc.

   Corporation    Delaware    By-laws

Express Scripts Senior Care Holdings, Inc.

   Corporation    Delaware    By-laws

Express Scripts Senior Care, Inc.

   Corporation    Delaware    By-laws

Express Scripts Services Company

   Corporation    Delaware    By-laws

Express Scripts Specialty Distribution Services, Inc.

   Corporation    Delaware    By-laws

Express Scripts Utilization Management Co.

   Corporation    Delaware    By-laws

Express Scripts, Inc.

   Corporation    Delaware    By-laws

Healthbridge, Inc.

   Corporation    Delaware    By-laws

Medco Health Services, Inc.

   Corporation    Delaware    By-laws

Medco Health Solutions, Inc.

   Corporation    Delaware    By-laws

United BioSource Holdings, Inc.

   Corporation    Delaware    By-laws

United BioSource Patient Solutions, Inc.

   Corporation    Delaware    By-laws
Delaware Partnership Opinion Party Guarantor

ESI Partnership

   General Partnership    Delaware    Partnership Agreement
Delaware LLC Opinion Party Guarantors

Express Scripts
Administrators, LLC

   Limited Liability Company    Delaware    Limited Liability

Company Agreement


Legal Name

  

Type of Entity

   Jurisdiction of
Incorporation or
Formation
   By-laws,
Limited
Liability
Company
Agreement or
Partnership Agreement

Express Scripts Canada Holding, LLC

   Limited Liability Company    Delaware    Limited

Liability Company
Agreement

Express Scripts Pharmaceutical Procurement, LLC

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

L&C Investment, LLC

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

MAH Pharmacy, L.L.C.

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

Medco Europe, L.L.C.

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

Medco Europe II, L.L.C.

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

Medco Health Puerto Rico, L.L.C.

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

Mooresville On-Site Pharmacy, LLC

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

Strategic Pharmaceutical Investments, LLC

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

Systemed, L.L.C.

   Limited Liability Company    Delaware    Limited Liability Company
Agreement

United BioSource LLC

   Limited Liability Company    Delaware    Limited Liability Company
Agreement
Massachusetts Opinion Party Guarantor

Healthbridge Reimbursement and Product Support, Inc.

   Corporation    Massachusetts    By-laws
New York Opinion Party Guarantors

AHG Of New York, Inc.

   Corporation    New York    By-laws

Medco Health New York Independent Practice Association, L.L.C.

   Corporation    New York    By-laws

 

II-2


Schedule III

Non-Opinion Party Guarantors

 

Legal Name

  

Type of Entity

   Jurisdiction of
Incorporation or
Formation

Airport Holdings, LLC

   Limited Liability Company    New Jersey

Bio Partners In Care, Inc.

   Corporation    Missouri

Care Continuum, Inc.

   Corporation    Kentucky

CFI of New Jersey, Inc.

   Corporation    New Jersey

Diversified Pharmaceutical Services, Inc.

   Corporation    Minnesota

ESI Realty, LLC

   Limited Liability Company    New Jersey

ESI Resources, Inc.

   Corporation    Minnesota

Freco, Inc.

   Corporation    Florida

Freedom Service Company, LLC

   Limited Liability Company    Florida

Lynnfield Compounding Center, Inc.

   Corporation    Florida

Lynnfield Drug, Inc.

   Corporation    Florida

Matrix GPO LLC

   Limited Liability Company    Indiana

Medco Of Willingboro Urban Renewal, L.L.C.

   Limited Liability Company    New Jersey

National Prescription Administrators, Inc.

   Corporation    New Jersey

Priority Healthcare Corporation

   Corporation    Indiana

Priority Healthcare Corporation West

   Corporation    Nevada

Priority Healthcare Distribution, Inc.

   Corporation    Florida

Spectracare Health Care Ventures, Inc.

   Corporation    Kentucky

Spectracare, Inc.

   Corporation    Kentucky

The Vaccine Consortium, LLC

   Limited Liability Company    Maryland

UBC Late Stage, Inc.

   Corporation    Missouri