EXHIBIT 25.1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 --------------------- FORM T-1 --------------------- STATEMENT OF ELIGIBILITY AND QUALIFICATION UNDER THE TRUST INDENTURE ACT OF 1939, AS AMENDED, OF A CORPORATION DESIGNATED TO ACT AS TRUSTEE CHECK IF AN APPLICATION TO DETERMINE ELIGIBILITY OF A TRUSTEE PURSUANT TO SECTION 305 (b) (2) --------------------- WACHOVIA BANK, NATIONAL ASSOCIATION (Exact name of Trustee as specified in its charter) 401 SOUTH TRYON STREET, 12TH FLOOR CHARLOTTE, NORTH CAROLINA 22-1147033 (Address of principal 28288-1179 (I.R.S. Employer executive office) (Zip Code) Identification No.) Greta Wright Wachovia Bank, National Association 2525 West End Avenue, Suite 1200 Nashville, Tennessee 37203 (615) 341-3921 (Name, Address and Telephone Number of Agent for Service) ACCREDO HEALTH, INCORPORATED (Exact name of obligor as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 62-1642871 (IRS employer identification no.) 1640 Century Center Parkway, Suite 100 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) SOUTHERN HEALTH SYSTEM, INC. (Exact Name of obligor as specified in its charter) TENNESSEE (State or other jurisdiction of incorporation or organization) 62-1158608 (IRS employer identification no.) 1640 Century Center Parkway, Suite 101 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) NOVA FACTOR, INC. (Exact name of obligor as specified in its charter) TENNESSEE (State or other jurisdiction of incorporation or organization) 62-1439852 (IRS employer identification no.) 1640 Century Center Parkway, Suite 101 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) HEMOPHILIA HEALTH SERVICES, INC. (Exact name of obligor as specified in its charter) TENNESSEE (State or other jurisdiction of incorporation or organization) 62-1439470 (IRS employer identification no.) 1640 Century Center Parkway, Suite 101 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) ii PHARMACARE RESOURCES, INC. (Exact name of obligor as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 13-3888838 (IRS employer identification no.) 1640 Century Center Parkway, Suite 101 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) SUNRISE HEALTH MANAGEMENT, INC. (Exact name of obligor as specified in its charter) GEORGIA (State or other jurisdiction of incorporation or organization) 58-2136986 (IRS employer identification no.) 1640 Century Center Parkway, Suite 101 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) BIO PARTNERS IN CARE, INC. (Exact name of obligor as specified in its charter) MISSOURI (State or other jurisdiction of incorporation or organization) 43-1815573 (IRS employer identification no.) 3411 Office Park Drive, Suite 100 Dayton, Ohio 45439 (Address, including zip code, of principal executive offices) iii ACCREDO THERAPEUTICS, INC. (Exact name of obligor as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 11-3358535 (IRS employer identification no.) 1640 Century Center Parkway, Suite 101 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) GENTIVA HEALTH SERVICES (INFUSION), INC. (Exact name of obligor as specified in its charter) DELAWARE (State or other jurisdiction of incorporation or organization) 11-3454100 (IRS employer identification no.) 1640 Century Center Parkway, Suite 101 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) QUANTUM HEALTH RESOURCES, INC. (NEW YORK) (Exact name of obligor as specified in its charter) NEW YORK (State or other jurisdiction of incorporation or organization) 33-0500007 (IRS employer identification no.) 1640 Century Center Parkway, Suite 101 Memphis, Tennessee 38134 (Address, including zip code, of principal executive offices) Senior Debt Securities (Title of the indenture securities) iv 1. General information. (a) The following are the names and addresses of each examining or supervising authority to which the Trustee is subject: The Comptroller of the Currency, Washington, D.C. Federal Reserve Bank of Richmond, Virginia. Federal Deposit Insurance Corporation, Washington, D.C. Securities and Exchange Commission, Division of Market Regulation, Washington, D.C. (b) The Trustee is authorized to exercise corporate trust powers. 2. Affiliations with obligor. The obligor is not an affiliate of the Trustee. 3. Through 14. Because the obligor is not in default on any securities issued under indentures under which the applicant is trustee, Items 3 through 14 are not required herein. 15. Foreign trustee. Not applicable. 16. List of Exhibits. (1) Articles of Association of the Trustee as now in effect. (See Exhibit 1 to Form T-1 filed in connection with Registration Statement No. 333-88978, which is incorporated by reference.) (2) Certificate of Authority of the Trustee to commence business. (See Exhibit 2 to Form T-1 filed in connection with Registration Statement No. 333-88978, which is incorporated by reference.) (3) Authorization of the Trustee to exercise corporate trust powers is contained in the document specified in Exhibit 2 above. (4) By-Laws of the Trustee, as amended, to date. (See Exhibit 4 to Form T-1 filed in connection with Registration Statement No. 333-88978, which is incorporated by reference.) (5) Not applicable. (6) Consent by the Trustee required by Section 321(b) of the Trust Indenture Act of 1939. Included on Page 5 of this Form T-1 Statement. (7) Most recent report of condition of the Trustee. (Attached hereto as Exhibit 7.) (8) Not applicable. (9) Not applicable. 2 SIGNATURE Pursuant to the requirements of the Trust Indenture Act of 1939, as amended, the Trustee, WACHOVIA BANK, NATIONAL ASSOCIATION a national banking association organized and existing under the laws of the United States of America, has duly caused this statement of eligibility and qualification to be signed on its behalf by the undersigned, thereunto duly authorized, all in the City of Nashville, and State of Tennessee on the 3rd day of January, 2003. WACHOVIA BANK, NATIONAL ASSOCIATION (Trustee) BY: /s/ Greta Wright --------------------- Title: Vice President ----------------- 3 CONSENT OF TRUSTEE Under section 321(b) of the Trust Indenture Act of 1939 and in connection with the proposed issuance of the Senior Debt Securities of ACCREDO HEALTH, INCORPORATED, SOUTHERN HEALTH SYSTEMS, INC., NOVA FACTOR, INC., HEMPOHILIA HEALTH SERVICES, INC., PHARMACARE RESOURCES, INC., SUNRISE HEALTH MANAGEMENT, INC., Wachovia Bank, National Association, as the Trustee herein named, hereby consents that reports of examinations of said Trustee by Federal, State, Territorial or District authorities may be furnished by such authorities to the Securities and Exchange Commission upon requests therefor. WACHOVIA BANK, NATIONAL ASSOCIATION BY: /s/ Greta Wright --------------------- Title: Vice President ----------------- Dated: January 3, 2003 4 EXHIBIT 7 REPORT OF CONDITION Consolidating domestic and foreign subsidiaries of the Wachovia Bank, National Association at the close of business on September 30, 2002, published in response to call made by Comptroller of the Currency, under title 12, United States Code, Section 161. Charter Number 1 Comptroller of the Currency.. STATEMENT OF RESOURCES AND LIABILITIES ASSETS Thousand of Dollars Cash and balance due from depository institutions: Noninterest-bearing balances and currency and coin.......................... 13,236,000 Interest-bearing balances................................................... 688,000 Securities.................................................................... //////// Held-to-maturity securities (from Schedule RC-B, column A).................. 0 Available-for-sale securities (from schedule RC-B, column D)................ 68,147,000 Federal funds sold and securities purchased under agreements to resell........ 0 Federal funds sold in domestic offices........................................ 371,000 Securities purchased under agreements to resell(3)............................ 3,487,000 Loans and lease financing receivables (from Schedule RC-C): Loan and leases held for sale........................................ 6,772,000 Loan and leases, net of unearned income.............................. 156,995,000 LESS: Allowance for loan and lease losses............................ 2,823,000 LESS: Allocated transfer risk reserve................................ 0 Loans and leases, net of unearned income and allowance (item.4.b misus 4.c)............................................... 154,172,000 Trading assets (from Schedule RC-D............................................ 26,499,000 Premises and fixed assets (including capitalized leases)...................... 3,186,000 Other real estate owned (from Schedule RC-M).................................. 109,000 Investment in unconsolidated subsidiaries and associated companies (from Schedule RC-M).............................................. 560,000 Customer's liability to this bank on acceptances outstanding.................. 1,080,000 Intangible assets............................................................. Goodwill............................................................. 9,421,000 Other intangible assets (from Schedule RC-M).................................. 1,869,000 Other assets (from Schedule RC-F)............................................. 22,339,000 Total assets......................................................... 311,936,000 LIABILITIES Deposits: In domestic offices.................................................. 180,446,000 Noninterest-bearing................................................ 32,701,000 Interest-bearing................................................... 147,745,000 In foreign offices, Edge and Agreement subsidiaries, and IBFs (from Schedule RC-E, partII)....................................... 14,915,000 Noninterest-bearing................................................ 58,000 Interest-bearing................................................... 14,857,000 Federal funds purchased in domestic offices(2)................................ 3,613,000 Securities sold under agreements to repurchase(3)............................. 19,850,000 Trading liabilities(from Schedule RC-D)....................................... 19,670,000 Other borrowed money (includes mortgage indebtedness and obligations under Capitalized leases)(from Schedule RC-M)..................................... 18,365,000 Bank's liability on acceptances executed and outstanding...................... 1,093,000 Subordinated notes and debentures............................................. 8,615,000 Other liabilities............................................................. 12,971,000 TOTAL LIABILITIES............................................................. 279,538,000 Minority Interest in consolidated subsidiaries................................ 859,000 5 EQUITY CAPITAL Perpetual preferred stock and related surplus................................. 0 Common Stock.................................................................. 455,000 Surplus....................................................................... 24,930,000 Retained Earnings............................................................. 4,071,000 Accumulated other comprehensive income........................................ 2,083,000 Other Equity Capital components............................................... 0 Total equity capital (sum of item 23 through 27).............................. 31,539,000 Total liabilities and equity capital (sum of items 21,22, and 28)............. 311,936,000 6