Gentiva Health Services (GTIV) S-4 Registration of securities issued in business combination transactions

Exhibit 25.1

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM T-1

STATEMENT OF ELIGIBILITY

UNDER THE TRUST INDENTURE ACT OF 1939 OF A

CORPORATION DESIGNATED TO ACT AS TRUSTEE

¨ CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305(b)(2)

THE BANK OF NEW YORK MELLON

TRUST COMPANY, N.A.

(Exact name of trustee as specified in its charter)

	95-3571558
(Jurisdiction of incorporation if not a U.S. national bank)	(I.R.S. employer identification no.)
700 South Flower Street Suite 500 Los Angeles, California	90017
(Address of principal executive offices)	(Zip code)

GENTIVA HEALTH SERVICES, INC.

(Exact name of obligor as specified in its charter)

Delaware	36-4335801
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)

Names of Additional Registrants	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number
Access Home Health of Florida, Inc.	Delaware	06-1451363
Capital CareResources, Inc.	Georgia	58-2411159
Capital CareResources of South Carolina, Inc.	Georgia	56-2102603
Capital Health Management Group, Inc.	Georgia	58-2313705
CareNation, Inc.	Delaware	06-1607606
Chattahoochee Valley Home Care Services, Inc.	Georgia	03-0387821
Chattahoochee Valley Home Health, Inc.	Georgia	34-1994007
CHMG Acquisition Corp.	Georgia	04-3813487
CHMG of Atlanta, Inc.	Georgia	54-2089073
CHMG of Griffin, Inc.	Georgia	54-2089075
Eastern Carolina Home Health Agency, Inc.	North Carolina	56-1590744
Family Hospice, Ltd.	Texas	75-2588221
FHI GP, Inc.	Texas	75-2588220
FHI Health Systems, Inc.	Delaware	75-2588219
FHI LP, Inc.	Nevada	88-0335145
FHI Management, Ltd.	Texas	75-2588222
Gentiva Certified Healthcare Corp.	Delaware	11-2645333
Gentiva Health Services (Certified), Inc.	Delaware	11-3454105
Gentiva Health Services Holding Corp.	Delaware	11-3454104
Gentiva Health Services (USA) Inc.	Delaware	11-3414024
Gentiva Rehab Without Walls, LLC	Delaware	06-1725406

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Names of Additional Registrants	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number
Gentiva Services of New York, Inc.	New York	11-2802024
Gilbert’s Home Health Agency, Inc.	Mississippi	64-0730826
Gilbert’s Hospice Care, LLC	Mississippi	20-0566932
Gilbert’s Hospice Care of Mississippi, LLC	Mississippi	20-1296854
Healthfield, Inc.	Delaware	58-1819650
Healthfield Home Health, Inc.	Georgia	58-1947694
Healthfield Hospice Services, Inc.	Georgia	58-2284736
Healthfield of Southwest Georgia, Inc.	Georgia	27-0131980
Healthfield of Statesboro, Inc.	Georgia	68-0593590
Healthfield of Tennessee, Inc.	Georgia	01-0831798
Healthfield Operating Group, Inc.	Delaware	36-4425473
Home Health Care Affiliates, Inc.	Mississippi	74-2737989
Home Health Care Affiliates of Central Mississippi, L.L.C.	Mississippi	62-1807084
Home Health Care Affiliates of Mississippi, Inc.	Mississippi	62-1775256
Home Health Care of Carteret County, Inc.	North Carolina	56-1556547
Horizon Health Network LLC	Alabama	33-1017853
Mid-South Home Care Services, Inc.	Georgia	58-1984959
Mid-South Home Care Services, LLC	Alabama	82-0559231
Mid-South Home Health Agency, Inc.	Delaware	63-0772385
Mid-South Home Health Agency, LLC	Alabama	82-0559199
Mid-South Home Health of Gadsden, Inc.	Georgia	14-1909499
New York Healthcare Services, Inc.	New York	22-2695367

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Names of Additional Registrants	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number
Odyssey HealthCare, Inc.	Delaware	43-1723043
Odyssey HealthCare Austin, LLC	Delaware	none
Odyssey HealthCare Detroit, LLC	Delaware	none
Odyssey HealthCare Fort Worth, LLC	Delaware	none
Odyssey HealthCare GP, LLC	Delaware	75-2932676
Odyssey HealthCare Holding Company	Delaware	75-2925311
Odyssey HealthCare LP, LLC	Delaware	74-2998154
Odyssey HealthCare Management, LP	Delaware	75-2923658
Odyssey HealthCare of Collier County, Inc.	Delaware	87-0785005
Odyssey HealthCare of Flint, LLC	Delaware	26-3920362
Odyssey HealthCare of Hillsborough County, Inc.	Delaware	75-3238729
Odyssey HealthCare of Manatee County, Inc.	Delaware	87-0785007
Odyssey HealthCare of Marion County, Inc.	Delaware	75-3238731
Odyssey HealthCare of Northwest Florida, Inc.	Delaware	87-0784932
Odyssey HealthCare of Pinellas County, Inc.	Delaware	75-3238725
Odyssey HealthCare of St. Louis, LLC	Delaware	26-1174571
Odyssey HealthCare Operating A, LP	Delaware	75-2752908
Odyssey HealthCare Operating B, LP	Delaware	75-2937832
OHS Service Corp.	Texas	22-3690699
PHHC Acquisition Corp.	Delaware	38-3784032
QC-Medi New York, Inc.	New York	11-2750425
Quality Care-USA, Inc.	New York	11-2256479
Quality Managed Care, Inc.	Delaware	48-1095443

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Names of Additional Registrants	Jurisdiction of Incorporation/Organization	I.R.S. Employer Identification Number
Tar Heel Health Care Services, Inc.	North Carolina	56-1456991
Tar Heel Staffing, Inc.	Georgia	05-0537926
The Healthfield Group, Inc.	Delaware	43-2068039
Total Care Home Health of Louisburg, Inc.	Georgia	68-0593592
Total Care Home Health of North Carolina, Inc.	Georgia	20-0091435
Total Care Home Health of South Carolina, Inc.	Georgia	20-0091422
Total Care Services, Inc.	Georgia	86-1095990
Van Winkle Home Health Care, Inc.	Mississippi	62-1669388
Vista Hospice Care, Inc.	Delaware	86-0808230
VistaCare, Inc.	Delaware	06-1521534
VistaCare of Boston, LLC	Delaware	26-1544595
VistaCare USA, Inc.	Delaware	86-0914505
Wiregrass Hospice LLC	Alabama	82-0559182
Wiregrass Hospice Care, Inc.	Georgia	20-0296636
Wiregrass Hospice of South Carolina, LLC	Georgia	34-2053721

3350 Riverwood Parkway, Suite 1400 Atlanta, Georgia	30339-3314
(Address of principal executive offices)	(Zip code)

11.5% Senior Notes due 2018

and Guarantees of 11.5% Senior Notes due 2018

(Title of the indenture securities)

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1. General information. Furnish the following information as to the trustee:

(a) Name and address of each examining or supervising authority to which it is subject.

Name	Address
Comptroller of the Currency United States Department of the Treasury	Washington, DC 20219
Federal Reserve Bank	San Francisco, CA 94105
Federal Deposit Insurance Corporation	Washington, DC 20429

(b) Whether it is authorized to exercise corporate trust powers.

Yes.

2. Affiliations with Obligor.

If the obligor is an affiliate of the trustee, describe each such affiliation.

None.

16. List of Exhibits.

Exhibits identified in parentheses below, on file with the Commission, are incorporated herein by reference as an exhibit hereto, pursuant to Rule 7a-29 under the Trust Indenture Act of 1939 (the “Act”) and 17 C.F.R. 229.10(d).

1. A copy of the articles of association of The Bank of New York Mellon Trust Company, N.A., formerly known as The Bank of New York Trust Company, N.A. (Exhibit 1 to Form T-1 filed with Registration Statement No. 333-121948 and Exhibit 1 to Form T-1 filed with Registration Statement No. 333-152875).

2. A copy of certificate of authority of the trustee to commence business. (Exhibit 2 to Form T-1 filed with Registration Statement No. 333-121948).

3. A copy of the authorization of the trustee to exercise corporate trust powers (Exhibit 3 to Form T-1 filed with Registration Statement No. 333-152875).

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4. A copy of the existing by-laws of the trustee (Exhibit 4 to Form T-1 filed with Registration Statement No. 333-162713).

6. The consent of the trustee required by Section 321(b) of the Act (Exhibit 6 to Form T-1 filed with Registration Statement No. 333-152875).

7. A copy of the latest report of condition of the Trustee published pursuant to law or to the requirements of its supervising or examining authority.

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SIGNATURE

Pursuant to the requirements of the Act, the trustee, The Bank of New York Mellon Trust Company, N.A., a banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Atlanta, and State of Georgia, on the 22nd day of October, 2010.

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.
By:	/S/  VAN K. BROWN
Name:	VAN K. BROWN
Title:	VICE PRESIDENT

- 8 -

EXHIBIT 7

Consolidated Report of Condition of

THE BANK OF NEW YORK MELLON TRUST COMPANY, N.A.

of 700 South Flower Street, Suite 200, Los Angeles, CA 90017

At the close of business June 30, 2010, published in accordance with Federal regulatory authority instructions.

ASSETS	Dollar Amounts in Thousands
Cash and balances due from depository institutions:
Noninterest-bearing balances and currency and coin		3,097
Interest-bearing balances		1,319
Securities:
Held-to-maturity securities		12
Available-for-sale securities		647,932
Federal funds sold and securities purchased under agreements to resell:
Federal funds sold		112,000
Securities purchased under agreements to resell		0
Loans and lease financing receivables:
Loans and leases held for sale		0
Loans and leases, net of unearned income		0
LESS: Allowance for loan and lease losses		0
Loans and leases, net of unearned income and allowance		0
Trading assets		0
Premises and fixed assets (including capitalized leases)		10,065
Other real estate owned		0
Investments in unconsolidated subsidiaries and associated companies		1
Direct and indirect investments in real estate ventures		0
Intangible assets:
Goodwill		856,313
Other intangible assets		230,506
Other assets		161,731
Total assets	$	2,022,976

1

LIABILITIES
Deposits:
In domestic offices	559
Noninterest-bearing	559
Interest-bearing	0
Not applicable
Federal funds purchased and securities sold under agreements to repurchase:
Federal funds purchased	0
Securities sold under agreements to repurchase	0
Trading liabilities	0
Other borrowed money:
(includes mortgage indebtedness and obligations under capitalized leases)	268,691
Not applicable
Not applicable
Subordinated notes and debentures	0
Other liabilities	216,295
Total liabilities	485,545
Not applicable
EQUITY CAPITAL
Perpetual preferred stock and related surplus	0
Common stock	1,000
Surplus (exclude all surplus related to preferred stock)	1,121,520
Not available
Retained earnings	412,936
Accumulated other comprehensive income	1,975
Other equity capital components	0
Not available
Total bank equity capital	1,537,431
Noncontrolling (minority) interests in consolidated subsidiaries	0
Total equity capital	1,537,431
Total liabilities and equity capital	2,022,976

I, Karen Bayz, Managing Director of the above-named bank do hereby declare that the Reports of Condition and Income (including the supporting schedules) for this report date have been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and are true to the best of my knowledge and belief.

Karen Bayz ) Managing Director

We, the undersigned directors (trustees), attest to the correctness of the Report of Condition (including the supporting schedules) for this report date and declare that it has been examined by us and to the best of our knowledge and belief has been prepared in conformance with the instructions issued by the appropriate Federal regulatory authority and is true and correct.

Troy Kilpatrick, President	)
Frank P. Sulzberger, MD	)	Directors (Trustees)
William D. Lindelof, MD	)

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