EXHIBIT INDEX
EXHIBIT NUMBER EXHIBIT DESCRIPTION
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Exhibit 1.1*** Purchase Agreement, dated as of July 1, 1997, among Sun Healthcare Group, Inc. and Xxxxxxxxx,
Lufkin & Xxxxxxxx Securities Corporation, Credit Suisse First Boston Corporation, X.X.
Xxxxxx Securities Inc. and NationsBanc Capital Markets, Inc., as Initial Purchasers
Exhibit 4.1*** Form of 9 1/2% Senior Subordinated Notes due 2007 (included in Exhibit 4.2)
Exhibit 4.2*** Indenture, dated as of July 8, 1997, among Sun Healthcare Group, Inc., the Guarantors named
therein and First Trust National Association, as Trustee, relating to 9 1/2% Senior
Subordinated Notes due 2007
Exhibit 4.3*** Registration Rights Agreement, dated as of July 8, 1997, between Sun Healthcare Group, Inc.,
the Guarantors named therein and Xxxxxxxxx, Xxxxxx & Xxxxxxxx Securities Corporation, Credit
Suisse First Boston Corporation, X.X. Xxxxxx Securities Inc. and NationsBanc Capital
Markets, Inc., as Initial Purchasers
Exhibit 5.1*** Opinion of Xxxxxx X. Xxxxxx, Senior Vice President, General Counsel of Sun Healthcare Group,
Inc., relating to the New Notes and Guarantees
Exhibit 12** Computation of Ratio of Earnings to Fixed Charges
Exhibit 23.1** Consent of Xxxxxx Xxxxxxxx LLP
Exhibit 23.2*** Consent of Xxxxxx X. Xxxxxx, Senior Vice President, General Counsel of Sun Healthcare Group,
Inc.
Exhibit 24.1** Powers of Attorney (included on page II-4 of this Registration Statement)
Exhibit 25.1*** Statement of Eligibility of First Trust National Association, as Trustee, relating to the
Senior Subordinated Notes due 2007, on Form T-1
Exhibit 99.1** Form of Letter of Transmittal
Exhibit 99.2** Form of Notice of Guaranteed Delivery
Exhibit 99.3** Form of Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees
Exhibit 99.4** Form of Letter to Clients
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* Previously filed.
** Refiled herewith.
*** To be filed by amendment.
EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report on the financial statements and schedules of Sun Healthcare Group, Inc.
and subsidiaries included in this registration statement and the use of our
report on the financial statements and schedules of Regency Health Services,
Inc. included in this registration statement and the incorporation by reference
of our report dated March 26, 1997 on the financial statements of Golden Care,
Inc. for the year ended December 31, 1994 included in Sun Healthcare Group,
Inc.'s Current Report on Form 8-K filed with the Securities and Exchange
Commission on March 28, 1997, and to all references to our Firm included in this
registration statement.
/s/ XXXXXX XXXXXXXX LLP
XXXXXX XXXXXXXX LLP
Albuquerque, New Mexico
October 9, 1997
