POSASR

As filed with the Securities and Exchange Commission on February 22, 2016

Registration No. 333-196442

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Post-Effective Amendment No. 1 to

Form S-3

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

EXPRESS SCRIPTS HOLDING COMPANY

*And the Subsidiary Guarantors listed below

(Exact Name of Registrant as Specified in Its Charter)

Delaware	45-2884094
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)

One Express Way

St. Louis, Missouri 63121

(314) 996-0900

(Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant’s Principal Executive Offices)

Martin P. Akins, Esq.

Senior Vice President, General Counsel and Corporate Secretary

Express Scripts Holding Company

One Express Way

St. Louis, Missouri 63121

(314) 996-0900

(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)

With a copy to:

Stacy J. Kanter, Esq.

Skadden, Arps, Slate, Meagher & Flom LLP

Four Times Square

New York, NY 10036

Telephone: (212) 735-3000

Facsimile: (212) 735-2000

Approximate date of commencement of proposed sale to the public: From time to time after the effective date of this registration statement as determined by the Registrants

If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.  ¨

If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.  x

If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering.  ¨

If this Form is a registration statement pursuant to General Instruction I.D. or a post-effective amendment thereto that shall become effective upon filing with the Commission pursuant to Rule 462(e) under the Securities Act, check the following box.  x

If this Form is a post-effective amendment to a registration statement filed pursuant to General Instruction I.D. filed to register additional securities or additional classes of securities pursuant to Rule 413(b) under the Securities Act, check the following box.  ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer	x	Accelerated filer	¨
Non-accelerated filer	¨  (Do not check if a smaller reporting company)	Smaller reporting company	¨

CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities to be Registered(1)	Amount to be Registered(2)(3)	Proposed Maximum Offering Price per Unit(2)(3)	Proposed Maximum Aggregate Offering Price(2)(3)	Amount of Registration Fee(4)
Common Stock, Preferred Stock, Debt Securities, Guarantees of Debt Securities (5), Warrants, Subscription Rights, Purchase Contracts, Purchase Units

(1) Securities registered hereunder may be sold separately, together or as units with other securities registered hereunder.

(2) Not applicable pursuant to Form S-3 General Instruction II.E.

(3) We are registering an indeterminate number of shares of Common Stock or Preferred Stock and amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Debt Securities, Warrants or Subscription Rights or settlement of any Purchase Contracts or Purchase Units, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering.

(4) In accordance with Rules 456(b) and 457(r) under the Securities Act, the registrant is deferring payment of the entire registration fee.

(5) No separate consideration will be received for the guarantees.

*TABLE OF SUBSIDIARY GUARANTOR REGISTRANTS

Name of Guarantor Registrant	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
1. ACCREDO HEALTH GROUP, INC.	Delaware		5912		11-3358535
2. ACCREDO HEALTH, INCORPORATED	Delaware		8090		55-0894449
3. AHG OF NEW YORK, INC.	New York		5912		13-3888838
4. AIRPORT HOLDINGS, LLC	New Jersey		6324		75-3040465
5. BIO PARTNERS IN CARE, INC.	Missouri		5912		43-1815573
6. CARE CONTINUUM, INC.	Kentucky		5912		61-1162797
7. CFI OF NEW JERSEY, INC.	New Jersey		5912		22-3114423
8. CURASCRIPT, INC.	Delaware		5912		36-4369972
9. DIVERSIFIED PHARMACEUTICAL SERVICES, INC.	Minnesota		5912		41-1627938
10. ESI MAIL ORDER PROCESSING, INC.	Delaware		5912		74-2974964
11. ESI MAIL PHARMACY SERVICE, INC.	Delaware		5912		43-1867735
12. ESI PARTNERSHIP	Delaware		5912		43-1925562
13. ESI REALTY, LLC	New Jersey		5912		75-3040456
14. ESI RESOURCES, INC.	Minnesota		5912		41-2006555
15. ESI-GP HOLDINGS, INC.	Delaware		5912		43-1925556
16. EXPRESS SCRIPTS ADMINISTRATORS, LLC	Delaware		5912		41-2063830
17. EXPRESS SCRIPTS CANADA HOLDING CO.	Delaware		5912		43-1942542
18. EXPRESS SCRIPTS CANADA HOLDING, LLC	Delaware		5912		27-1490640
19. EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC	Delaware		5912		20-5826948
20. EXPRESS SCRIPTS PHARMACY, INC.	Delaware		5912		30-0789911
21. EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.	Delaware		5912		20-3126104
22. EXPRESS SCRIPTS SENIOR CARE, INC.	Delaware		5912		20-3126075
23. EXPRESS SCRIPTS SERVICES COMPANY	Delaware		5912		43-1832983
24. EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.	Delaware		5912		43-1869712
25. EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.	Delaware		5912		43-1869714
26. EXPRESS SCRIPTS, INC.	Delaware		5912		43-1420563
27. FRECO, INC.	Florida		5912		02-0523249
28. FREEDOM SERVICE COMPANY, LLC	Florida		5912		20-3229217
29. HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.	Massachusetts		5912		04-2992335
30. HEALTHBRIDGE, INC.	Delaware		5912		26-2159005
31. L&C INVESTMENT, LLC	Delaware		5912		47-5292506
32. LYNNFIELD COMPOUNDING CENTER, INC.	Florida		5912		58-2593075
33. LYNNFIELD DRUG, INC.	Florida		5912		04-3546044
34. MAH PHARMACY, L.L.C.	Delaware		5912		27-1506930
35. MATRIX GPO LLC	Indiana		5912		51-0500147
36. MEDCO EUROPE II, L.L.C.	Delaware		5912		27-3709630
37. MEDCO EUROPE, L.L.C.	Delaware		5912		N/A
38. MEDCO HEALTH NEW YORK INDEPENDENT PRACTICE ASSOCIATION, L.L.C.	New York		5912		22-3572956
39. MEDCO HEALTH PUERTO RICO, L.L.C.	Delaware		5912		81-0616525
40. MEDCO HEALTH SERVICES, INC.	Delaware		5912		26-3544786
41. MEDCO HEALTH SOLUTIONS, INC.	Delaware		5912		22-3461740
42. MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.	New Jersey		5912		22-3811751
43. MOORESVILLE ON-SITE PHARMACY, LLC	Delaware		5912		26-1102625
44. NATIONAL PRESCRIPTION ADMINISTRATORS, INC.	New Jersey		5912		22-2230703
45. PRIORITY HEALTHCARE CORPORATION	Indiana		5122		35-1927379
46. PRIORITY HEALTHCARE CORPORATION WEST	Nevada		5912		88-0445494

Name of Guarantor Registrant	State or Other Jurisdiction of Incorporation or Formation	Primary Standard Industrial Classification Code Number		I.R.S. Employer Identification Number
47. PRIORITY HEALTHCARE DISTRIBUTION, INC.	Florida		5912		59-3761140
48. SPECTRACARE HEALTH CARE VENTURES, INC.	Kentucky		5912		61-1317695
49. SPECTRACARE, INC.	Kentucky		5912		61-1147068
50. STRATEGIC PHARMACEUTICAL INVESTMENTS, LLC	Delaware		5912		47-2658932
51. SYSTEMED, L.L.C.	Delaware		5912		22-3474888
52. THE VACCINE CONSORTIUM, LLC	Maryland		5912		20-5454871
53. UBC LATE STAGE, INC.	Missouri		5912		43-1083790
54. UNITED BIOSOURCE LLC	Delaware		5912		80-0077029
55. UNITED BIOSOURCE HOLDINGS, INC.	Delaware		5912		46-3047667
56. UNITED BIOSOURCE PATIENT SOLUTIONS, INC.	Delaware		5912		20-3419132

* The address of the principal executive office for each of these additional registrants is One Express Way, St. Louis, Missouri 63121. Their telephone number is (314) 996-0900.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the Registration Statement on Form S-3 (File No. 333-196442) of Express Scripts Holding Company (the “Company”) and its subsidiary guarantor registrants as amended, (the “Registration Statement”) is being filed for the purpose of adding Strategic Pharmaceutical Investments, LLC and L&C Investment, LLC, both wholly owned subsidiaries of the Company (together, the “New Guarantors”), as co-registrants under the Registration Statement and to add the guarantees of debt securities of the Company by the New Guarantors to the securities registered under the Registration Statement. No changes are being made to the base prospectus that already forms a part of the Registration Statement. Accordingly, such base prospectus is being omitted from this filing. This Post-Effective Amendment No. 1 shall become effective immediately upon filing with the Securities and Exchange Commission.

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PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

Item 14. Other Expenses of Issuance and Distribution.

The expenses relating to the registration of the securities will be borne by Express Scripts Holding Company (the “Company”). Such expenses are estimated to be as follows:

	Amount to be Paid *
SEC Registration Fee	$	*	*
Accounting Fees and Expenses		*
Legal Fees and Expenses		*
Printing expenses		*
Transfer Agent, Registrar and Trustee Fees		*
Stock Exchange Listing Fee		*
Rating Agency Fees		*
Miscellaneous expenses		*
Total	$	—

* Since an indeterminate amount of securities is covered by this registration statement, the expenses in connection with the issuance and distribution of the securities are not currently determinable.

** Deferred in accordance with Rule 456(b) and Rule 457(r) under the Securities Act.

Item 15. Indemnification of Directors and Officers.

The Company is a Delaware corporation. Reference is made to Section 102(b)(7) of the General Corporation Law of the State of Delaware (the “DGCL”), which enables a corporation in its original certificate of incorporation or an amendment to eliminate or limit the personal liability of a director for violations of the director’s fiduciary duty, except:

• for any breach of the director’s duty of loyalty to the corporation or its stockholders;

• for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law;

• pursuant to Section 174 of the DGCL (providing for liability of directors for unlawful payment of dividends or unlawful stock purchases or redemptions); or

• for any transaction from which a director derived an improper personal benefit.

Reference is also made to Section 145 of the DGCL, which provides that a corporation may indemnify any persons, including officers and directors, who are, or are threatened to be made, parties to any threatened, pending or completed legal action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was a director, officer, employee or agent of such corporation or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such director, officer, employee or agent acted in good faith and in a manner the person reasonably believed to be in or not opposed to the best interests of the corporation and, with respect to any criminal action or proceeding, had no reasonable cause to believe that the person’s conduct was unlawful. A Delaware corporation may indemnify officers and directors in an action by or in the right of the corporation under the same conditions, except that no indemnification is permitted without judicial approval if the officer or director is adjudged to be liable to the corporation. Where an officer or director is successful on the merits

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or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses that such officer or director actually and reasonably incurred. The indemnification permitted under the DGCL is not exclusive, and a corporation is empowered to purchase and maintain insurance against liabilities whether or not indemnification would be permitted by statute.

The Company’s Amended and Restated Certificate of Incorporation (as amended) provides that to the fullest extent permitted by the laws of the State of Delaware, as the same may be amended, a director of the Company shall not be personally liable to the Company or its stockholders for monetary damages for breach of any fiduciary duty as a director.

The Company’s Amended and Restated Certificate of Incorporation (as amended) and Amended and Restated Bylaws provide for indemnification of its directors and officers to the fullest extent currently permitted by the DGCL. We also have indemnification agreements with our directors and executive officers. In addition, the Company maintains liability insurance for its directors and officers.

Item 16. Exhibits.

The Exhibits to this registration statement are listed in the Index to Exhibits on page II-26 and are incorporated by reference herein.

Item 17. Undertakings.

The undersigned registrants hereby undertake:

(A)(1)To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:

(i) To include any prospectus required by section 10(a)(3) of the Securities Act of 1933;

(ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the “Calculation of Registration Fee” table in the effective registration statement.

(iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;

Provided, however, that paragraphs (A)(1)(i), (A)(1)(ii) and (A)(1)(iii) above do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by the registrants pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in the registration statement, or is contained in a form of prospectus filed pursuant to Rule 424(b) that is part of the registration statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(4) That, for the purpose of determining liability under the Securities Act to any purchaser:

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A. Each prospectus filed by a registrant pursuant to Rule 424(b)(3) shall be deemed to be part of the registration statement as of the date the filed prospectus was deemed part of and included in the registration statement; and

B. Each prospectus required to be filed pursuant to Rule 424(b)(2), (b)(5), or (b)(7) as part of a registration statement in reliance on Rule 430B relating to an offering made pursuant to Rule 415(a)(1)(i), (vii), or (x) for the purpose of providing the information required by section 10(a) of the Securities Act of 1933 shall be deemed to be part of and included in the registration statement as of the earlier of the date such form of prospectus is first used after effectiveness or the date of the first contract of sale of securities in the offering described in the prospectus. As provided in Rule 430B, for liability purposes of the issuer and any person that is at that date an underwriter, such date shall be deemed to be a new effective date of the registration statement relating to the securities in the registration statement to which that prospectus relates, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such effective date, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such effective date; or

(5) That, for the purpose of determining liability of a registrant under the Securities Act to any purchaser in the initial distribution of the securities, each undersigned registrant undertakes that in a primary offering of securities of an undersigned registrant pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, each undersigned registrant will be a seller to the purchaser and will be considered to offer or sell such securities to such purchaser:

(i) Any preliminary prospectus or prospectus of an undersigned registrant relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of an undersigned registrant or used or referred to by an undersigned registrant;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about an undersigned registrant or its securities provided by or on behalf of an undersigned registrant; and

(iv) Any other communication that is an offer in the offering made by an undersigned registrant to the purchaser.

(B) The undersigned registrants hereby undertake that, for purposes of determining any liability under the Securities Act, each filing of any registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(C) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of each registrant pursuant to the foregoing provisions, or otherwise, each registrant has been advised that in the opinion of the SEC such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the registrant of expenses incurred or paid by a director, officer or controlling person of that registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in expression with the securities being registered, the registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

EXPRESS SCRIPTS HOLDING COMPANY
By:	/s/ George Paz
	Name: George Paz
	Title:   Chairman and Chief Executive Officer

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Eric Slusser Eric Slusser	Executive Vice President and Chief Financial Officer (Principal Financial Officer)	February 22, 2016
/s/ Christopher A. McGinnis Christopher A. McGinnis	Vice President and Chief Accounting Officer (Principal Accounting Officer)	February 22, 2016
/s/ Elder Granger Elder Granger	Director	February 22, 2016
/s/ Roderick Palmore Roderick Palmore	Director	February 22, 2016
/s/ Timothy C. Wentworth Timothy C. Wentworth	Director	February 22, 2016
* George Paz	Chairman and Chief Executive Officer (Principal Executive Officer)	February 22, 2016
* Gary G. Benanav	Director	February 22, 2016
* Maura C. Breen	Director	February 22, 2016

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* William J. DeLaney	Director	February 22, 2016
* Nicholas J. LaHowchic	Director	February 22, 2016
* Thomas P. Mac Mahon	Director	February 22, 2016
* Frank Mergenthaler	Director	February 22, 2016
* Woodrow A. Myers, Jr.	Director	February 22, 2016
* William L. Roper	Director	February 22, 2016
* Seymour Sternberg	Director	February 22, 2016

*By:	/s/ Martin P. Akins
	Martin P. Akins
	Attorney-in-Fact
	February 22, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

ESI PARTNERSHIP
By:	Express Scripts, Inc., as partner.
By:	/s/ Martin P. Akins
	Name: Martin P. Akins
	Title:   Secretary
By:	ESI-GP Holdings, Inc., as partner.
By:	/s/ Martin P. Akins
	Name: Martin P. Akins
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Martin P. Akins Martin P. Akins	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of Express Scripts, Inc.	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of ESI-GP Holdings, Inc.	February 22, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

EXPRESS SCRIPTS CANADA HOLDING CO.
By:	/s/ Michael Biskey
	Name: Michael Biskey
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Michael Biskey Michael Biskey	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director	February 22, 2016

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

EXPRESS SCRIPTS CANADA HOLDING, LLC
By: Express Scripts Canada Holding Co., as sole member
By:	/s/ Michael Biskey
	Name: Michael Biskey
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Michael Biskey Michael Biskey	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of Express Scripts Canada Holding Co.	February 22, 2016

II-8

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

MEDCO HEALTH SOLUTIONS, INC. EXPRESS SCRIPTS, INC.
MEDCO HEALTH SERVICES, INC.
By:	/s/ Martin P. Akins
	Name: Martin P. Akins
	Title:   Secretary

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ David Queller David Queller	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director	February 22, 2016

II-9

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

CARE CONTINUUM, INC.
EXPRESS SCRIPTS UTILIZATION MANAGEMENT CO.
By:	/s/ Christine Houston
	Name: Christine Houston
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Christine Houston Christine Houston	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director	February 22, 2016

II-10

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

ESI MAIL ORDER PROCESSING, INC.
ESI MAIL PHARMACY SERVICE, INC.
EXPRESS SCRIPTS PHARMACY, INC.
By:	/s/ Christine Houston
	Name: Christine Houston
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Christine Houston Christine Houston	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Christine Houston Christine Houston	Director	February 22, 2016

II-11

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

EXPRESS SCRIPTS PHARMACEUTICAL PROCUREMENT, LLC
By:	Express Scripts, Inc. and ESI Mail Pharmacy
Service, Inc. as members
FREEDOM SERVICE COMPANY, LLC
By:	Lynnfield Drug, Inc. as sole member
MATRIX GPO LLC
STRATEGIC PHARMACEUTICAL     INVESTMENTS, LLC
By:	Priority Healthcare Corporation as sole member
MEDCO EUROPE, L.L.C.
MEDCO HEALTH NEW YORK     INDEPENDENT PRACTICE ASSOCIATION,     L.L.C.
MEDCO HEALTH PUERTO RICO, L.L.C.
SYSTEMED, L.L.C.
By:	Medco Health Solutions, Inc. as sole member
MEDCO EUROPE II, L.L.C.
By:	Medco Europe, L.L.C., as sole member
By:	Medco Health Solutions, Inc. as sole
member of Medco Europe, L.L.C.
MEDCO OF WILLINGBORO URBAN RENEWAL, L.L.C.
By:	Express Scripts Pharmacy, Inc. as sole member
By:	/s/ Martin P. Akins
	Name: Martin P. Akins
	Title:   Secretary

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement

II-12

filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Martin P. Akins Martin P. Akins	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of Express Scripts, Inc., Medco Health Solutions, Inc. and Priority Healthcare Corporation	February 22, 2016
/s/ Christine Houston Christine Houston	Director of ESI Mail Pharmacy Service, Inc. and Express Scripts Pharmacy, Inc.	February 22, 2016
/s/ David Norton David Norton	Director of Lynnfield Drug, Inc.	February 22, 2016

II-13

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

ACCREDO HEALTH, INCORPORATED
CFI OF NEW JERSEY, INC.
DIVERSIFIED PHARMACEUTICAL SERVICES, INC.
ESI RESOURCES, INC.
ESI-GP HOLDINGS, INC.
EXPRESS SCRIPTS SENIOR CARE HOLDINGS, INC.
EXPRESS SCRIPTS SENIOR CARE, INC.
EXPRESS SCRIPTS SERVICES COMPANY
FRECO, INC.
HEALTHBRIDGE REIMBURSEMENT AND PRODUCT SUPPORT, INC.
HEALTHBRIDGE, INC.
NATIONAL PRESCRIPTION ADMINISTRATORS, INC.
PRIORITY HEALTHCARE CORPORATION
PRIORITY HEALTHCARE CORPORATION WEST
SPECTRACARE HEALTH CARE VENTURES, INC.
SPECTRACARE, INC.
UNITED BIOSOURCE PATIENT SOLUTIONS, INC.
By:	/s/ Martin P. Akins
	Name: Martin P. Akins
	Title:   President

II-14

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Martin P. Akins Martin P. Akins	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director	February 22, 2016

II-15

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

AHG OF NEW YORK, INC. CURASCRIPT, INC.
By:	/s/ David Norton
	Name: David Norton
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ David Norton David Norton	President (Principal Executive Officer)	February 22, 2016
/s/ Christopher Knibb Christopher Knibb	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director	February 22, 2016

II-16

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

ACCREDO HEALTH GROUP, INC.
BIO PARTNERS IN CARE, INC.
UNITED BIOSOURCE HOLDINGS, INC.
By:	/s/ David Norton
	Name: David Norton
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ David Norton David Norton	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director	February 22, 2016

II-17

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

THE VACCINE CONSORTIUM, LLC
By:	United BioSource LLC, as sole member
By:	United BioSource Holdings, Inc., as sole
member.
By:	/s/ David Norton
	Name: David Norton
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Martin P. Akins Martin P. Akins	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of United BioSource Holdings, Inc.	February 22, 2016

II-18

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

EXPRESS SCRIPTS SPECIALTY DISTRIBUTION SERVICES, INC.
LYNNFIELD COMPOUNDING CENTER, INC.
LYNNFIELD DRUG, INC.
PRIORITY HEALTHCARE DISTRIBUTION, INC.
By:	/s/ David Norton
	Name: David Norton
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ David Norton David Norton	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ David Norton David Norton	Director	February 22, 2016

II-19

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

UBC LATE STAGE, INC.
By:	/s/ Martin P. Akins
	Name: Martin P. Akins
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Martin P. Akins Martin P. Akins	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director	February 22, 2016

II-20

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

UNITED BIOSOURCE LLC
By: United BioSource Holdings, Inc., as sole member.
By:	/s/ David Norton
	Name: David Norton
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ David Norton David Norton	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of United BioSource Holdings, Inc.	February 22, 2016

II-21

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

AIRPORT HOLDINGS, LLC ESI REALTY, LLC
By: Express Scripts, Inc., as sole member.
By:	/s/ Martin P. Akins
	Name: Martin P. Akins
	Title:   Secretary

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ David Norton David Norton	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of Express Scripts, Inc.	February 22, 2016

II-22

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

L&C INVESTMENT, LLC
By: Express Scripts, Inc., as sole member.
By:	/s/ Martin P. Akins
	Name: Martin P. Akins
	Title:   Secretary

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Martin P. Akins Martin P. Akins	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of Express Scripts, Inc.	February 22, 2016

II-23

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

EXPRESS SCRIPTS ADMINISTRATORS, LLC
MAH PHARMACY, L.L.C.
By: Medco Health Solutions, Inc., as sole member.
By:	/s/ Christine Houston
	Name: Christine Houston
	Title:   Vice President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Christine Houston Christine Houston	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Martin P. Akins Martin P. Akins	Director of Medco Health Solutions, Inc.	February 22, 2016

II-24

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the registrant certifies that it has reasonable grounds to believe that it meets all the requirements for filing on Form S-3 and has duly caused this registration statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the County of St. Louis, State of Missouri, on February 22, 2016.

MOORESVILLE ON-SITE PHARMACY, LLC
By: ESI Mail Pharmacy Service, Inc., as sole member.
By:	/s/ Christine Houston
	Name: Christine Houston
	Title:   President

SIGNATURES AND POWER OF ATTORNEY

In accordance with the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities and on the dates stated. Each person whose signature appears below constitutes and appoints Martin P. Akins and Eric Slusser and each of them severally, as his or her true and lawful attorney-in-fact and agent, each acting along with full power of substitution and resubstitution, for him or her and in his or her name, place and stead, in any and all capacities, to sign any or all amendments (including post-effective amendments) and exhibits to the Registration Statement on Form S-3, and to any registration statement filed under SEC Rule 462, and to file the same, with all exhibits thereto, and all documents in connection therewith, with the SEC, granting unto said attorney-in-fact and agent, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorney-in-fact and agent, or his or her substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the date indicated.

Name	Title	Date
/s/ Christine Houston Christine Houston	President (Principal Executive Officer)	February 22, 2016
/s/ Timothy Smith Timothy Smith	Vice President and Treasurer (Principal Financial and Accounting Officer)	February 22, 2016
/s/ Christine Houston Christine Houston	Director of ESI Mail Pharmacy Service, Inc.	February 22, 2016

II-25

EXHIBIT INDEX

Exhibit Number
1.1	Form of Underwriting Agreement.*
4.1	Specimen Preferred Stock Certificate and Form of Certificate of Designation, Preferences and Rights with respect to any series of Preferred Stock issued hereunder.*
4.2	Indenture, dated as of November 21, 2011, by and among Express Scripts Holding Company, the guarantors named therein and Wells Fargo Bank, National Association, as trustee (including form of Debt Security), incorporated by reference to Exhibit 4.1 to Express Scripts, Inc.’s Current Report on Form 8-K filed November 25, 2011, File No. 000-20199.
4.3	Form of Warrant Agreement (including form of Warrant Certificate).*
4.4	Form of Subscription Rights Agreement (including form of Subscription Rights Certificate).*
4.5	Form of Stock Purchase Contract (including form of Stock Purchase Contract Certificate).*
4.6	Form of Stock Purchase Unit Agreement (including form of Stock Purchase Unit Certificate).*
5.1	Opinion of Skadden, Arps, Slate, Meagher & Flom LLP.
12.1	Statement re: Computation of Ratio of Earnings to Fixed Charges.
23.1	Consent of PricewaterhouseCoopers LLP, an independent registered public accounting firm.
23.3	Consent of Skadden, Arps, Slate, Meagher & Flom LLP (included in Exhibit 5.1).
24.1	Power of Attorney (included on signature pages hereto).
25.1	Form T-1 Statement of Eligibility under the Trust Indenture Act of 1939, of Wells Fargo Bank, National Association, as Trustee under the Indenture.**

* To be filed by amendment to the Registration Statement or incorporated by reference from documents filed or to be filed with the SEC under the Securities Exchange Act of 1934, as amended.

** Previously filed with this Registration Statement.

EX-5.1

Exhibit 5.1

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

February 22, 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 registration statement on Form S-3 filed on June 2, 2014 (the “Initial Registration Statement”) as amended by Post-Effective Amendment No. 1 thereto to be filed on the date hereof (the “Amendment” and, together with the Initial Registration Statement, the “Registration Statement”) by the Company and the Guarantors listed on Schedule I hereto (collectively, the “Guarantors”) with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”). The Registration Statement relates to the issuance and sale by the Company from time to time, pursuant to Rule 415 of the General Rules and Regulations of the Commission promulgated under the Securities Act (the “Rules and Regulations”), of: (i) shares of common stock, par value $0.01 per share, of the Company (“Common Stock”), (ii) shares of preferred stock, par value $0.01 per share, of the Company (“Preferred Stock”), which may be issued in one or more series, (iii) debt securities of the Company (“Debt Securities”), which may be issued in one or more series under the indenture, dated as of November 21, 2011 (the “Indenture”), between the Company, certain subsidiaries of Company party thereto and Wells Fargo Bank, National Association, as trustee (the “Trustee”), which is filed as an exhibit to the Registration Statement, (iv) warrants to purchase shares of Common Stock, shares of Preferred Stock or Debt Securities (“Warrants”), which may be issued pursuant to one or more warrant agreements (each, a “Warrant Agreement”) proposed to be entered into by the Company and one or more warrant agents to be named therein, (v) subscription rights to purchase shares of Common Stock, shares of Preferred Stock, Debt Securities or other securities (“Subscription Rights”), which may be issued under one or more subscription rights certificates (each, a “Subscription Rights Certificate”) and/or pursuant to one or more subscription rights agreements (each, a “Subscription Rights Agreement”) proposed to be entered into by the Company and one or more subscription agents to be named therein, (vi) purchase contracts (“Purchase Contracts”) obligating the holders thereof to purchase from the Company, and the Company to sell to such holders, shares of common stock, shares of preferred stock or debt securities issued by the Company or by third parties at a future date or dates, which may be issued pursuant to one or more purchase contract agreements (each, a “Purchase Contract Agreement”) proposed to be entered into by the Company and one or more purchase contract agents to be named therein, (vii) purchase units of the Company (“Purchase Units”), each consisting of a Purchase Contract and Debt Securities or debt obligations of third parties, including U.S. treasury securities, or any other securities or any combination of the foregoing, which may be issued pursuant to one or more agreements (each, a “Purchase Unit Agreement”) proposed to be entered into by the Company and one or more purchase unit agents to be named therein, and (viii) such indeterminate number of shares of Common Stock or Preferred Stock and indeterminate amount of Debt Securities as may be issued upon conversion, exchange or exercise, as applicable, of any Preferred Stock, Debt Securities, Warrants or Subscription Rights or settlement of any Purchase Contracts or Purchase Units, including such shares of Common Stock or Preferred Stock as may be issued pursuant to anti-dilution adjustments determined at the time of offering (collectively, “Indeterminate Securities”). The Registration Statement also relates to the issuance and sale from time to time by the Guarantors of guarantees of the Debt Securities (“Guarantees”). The Common Stock, Preferred Stock, Debt Securities, Warrants, Subscription Rights, Purchase Contracts, Purchase Units, Indeterminate Securities and Guarantees offered pursuant to the Registration Statement are collectively referred to herein as the “Securities”. Neither the delivery of this opinion nor anything in connection with the preparation, execution or delivery of the Transaction Agreements (as defined below), the Registration Statement or the transactions contemplated thereby is intended to create or shall create an attorney client relationship with any party except the Company.

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

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

(a) the Initial Registration Statement;

(b) the Amendment;

(c) an executed copy of the Indenture;

(d) 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”);

(e) copies 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;

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

(g) 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 described on Schedule II hereto, certified pursuant to the Secretary’s Certificates, as applicable;

(h) a copy of certain resolutions of the board of directors of the Company (the “Board of Directors”), adopted on May 7, 2014 and September 9, 2015, certified pursuant to the Company’s Secretary’s Certificate; and

(i) copies of certain resolutions of the board of directors, board of managers, general partner or other managing body, as applicable, of each Opinion Party Guarantor, as described on Schedule II hereto, certified pursuant to the Secretary’s Certificates, as applicable.

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 and 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 and the Guarantors and others and of public officials.

We do not express any opinion with respect to the laws of any jurisdiction other than (i) the laws of the State of New York, including the Business Corporation Law of the State of New York (“NYBCL”), (ii) 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 (iii) 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. The Securities may be issued from time to time on a delayed or continuous basis, and this opinion is limited to the laws, including the rules and regulations, as in effect on the date hereof, which laws are subject to change with possible retroactive effect.

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 Party Guarantors”, “Delaware Partnership Party Guarantor” and “Delaware LLC 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 and the supplemental indentures and officer’s certificates establishing the terms of the Debt Securities pursuant thereto, the Guarantees, the Warrant Agreements, the Subscription Rights Agreements, the Purchase Contract Agreements, the Purchase Unit Agreements and any applicable underwriting or purchase agreement.

The opinions stated in paragraphs 1 through 8 below presume that all of the following (collectively, the “general conditions”) shall have occurred prior to the issuance of the Securities referred to therein: (i) the Registration Statement, as finally amended (including all necessary post-effective amendments), has become effective under the Securities Act; (ii) an appropriate prospectus supplement or term sheet with respect to such Securities has been prepared, delivered and filed in compliance with the Securities Act and the applicable Rules and Regulations; (iii) the applicable Transaction Agreements shall have been duly authorized, executed and delivered by the Company and the other parties thereto, including, if such Securities are to be sold or otherwise distributed pursuant to a firm commitment underwritten offering, the underwriting agreement or purchase agreement with respect thereto; (iv) the board of directors, board of managers, general partner or other managing body, as applicable, of each applicable Opinion Party, including any duly authorized committee thereof, shall have taken all necessary corporate, limited liability company or partnership action to approve the issuance and sale of such Securities and related matters and appropriate officers of such Opinion Party have taken all related action as directed by or under the direction of the board of directors, board of managers, general partner or other managing body, as applicable, of such Opinion Party; (v) the terms of the applicable Transaction Agreements and the issuance and sale of such Securities have been duly established in conformity with the articles of incorporation, certificate of incorporation, certificate of formation or articles of organization, as applicable, of each applicable Opinion Party so as not to violate any applicable law, the articles of incorporation, certificate of incorporation, certificate of formation or articles of organization, as applicable, of such Opinion Party or the bylaws, limited liability company agreement or partnership agreement of such Opinion Party, or result in a default under or breach of any agreement or instrument binding upon each applicable Opinion Party, and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over each applicable Opinion Party.

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

1. With respect to any shares of Common Stock offered by the Company, including any Indeterminate Securities constituting Common Stock (the “Offered Common Stock”), when (a) the general conditions shall have been satisfied, (b) if the Offered Common Stock is to be certificated, certificates in the form required under the DGCL representing the shares of Offered Common Stock are duly executed and countersigned and (c) the shares of Offered Common Stock are registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of Offered Common Stock, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Common Stock.

2. With respect to the shares of any series of Preferred Stock offered by the Company, including any Indeterminate Securities constituting Preferred Stock of such series (the “Offered Preferred Stock”), when (a) the general conditions shall have been satisfied, (b) the Board of Directors of the Company, or a duly authorized committee thereof, has duly adopted a Certificate of Designations for the Offered Preferred Stock in accordance with the DGCL (the “Certificate”), (c) the filing of the Certificate with the Secretary of State of the State of Delaware has duly occurred, (d) if the Offered Preferred Stock is to be certificated, certificates in the form required under the DGCL representing the shares of Offered Preferred Stock are

duly executed and countersigned and (e) the shares of Offered Preferred Stock are registered in the Company’s share registry and delivered upon payment of the agreed-upon consideration therefor, the shares of Offered Preferred Stock, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement, will be duly authorized by all requisite corporate action on the part of the Company under the DGCL and validly issued, fully paid and nonassessable, provided that the consideration therefor is not less than $0.01 per share of Preferred Stock.

3. With respect to any series of Debt Securities offered by the Company, including any Indeterminate Securities constituting Debt Securities of such series (the “Offered Debt Securities”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Debt Securities and related matters have been approved and established in conformity with the applicable Transaction Agreements and (c) the certificates evidencing the Offered Debt Securities have been issued in a form that complies with the provisions of the applicable Transaction Agreements and have been duly executed and authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Agreements and issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, the Offered Debt Securities 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.

4. With respect to any Guarantee of any series of Offered Debt Securities, including any Guarantee of any Indeterminate Securities constituting Offered Debt Securities of such series (the “Offered Guarantees”), when (a) the general conditions shall have been satisfied, (b) the issuance, sale and terms of the Offered Guarantees and related matters have been approved and established in conformity with the applicable Transaction Agreements, (c) certificates (if any) evidencing the Offered Guarantees and the certificates evidencing the Debt Securities guaranteed thereby have been duly executed and, if applicable, authenticated in accordance with the provisions of the Indenture and any other applicable Transaction Agreements and (d) such Debt Securities have been issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, the Offered Guarantees will constitute valid and binding obligations of such Guarantor, enforceable against such Guarantor in accordance with their respective terms under the laws of the State of New York.

5. With respect to any Warrants offered by the Company (the “Offered Warrants”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock and/or Debt Securities for which the Offered Warrants are exercisable have been duly authorized for issuance by the Company and (c) certificates evidencing the Offered Warrants have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Warrant Agreement, the Offered Warrants, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, 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.

6. With respect to any Subscription Rights offered by the Company (the “Offered Subscription Rights”), when (a) the general conditions shall have been satisfied, (b) the Common Stock, Preferred Stock, Debt Securities or other securities relating to such Offered Subscription Rights have been duly authorized for issuance by the Company and (c) the Subscription Rights Certificates have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Subscription Rights Agreement, the Offered Subscription Rights, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, 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.

7. With respect to any Purchase Contracts offered by the Company (the “Offered Purchase Contracts”), when (a) the general conditions shall have been satisfied, (b) the common stock, preferred stock and/or debt securities relating to such Offered Purchase Contracts have been duly authorized for issuance by the Company or other relevant parties and (c) the Offered Purchase Contracts have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Purchase Contract

Agreement, the Offered Purchase Contracts, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, 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.

8. With respect to any Purchase Units offered by the Company (the “Offered Purchase Units”), when (a) the general conditions shall have been satisfied, (b) the Purchase Contracts and Debt Securities or debt obligations of third parties, including U.S. treasury securities included in such Offered Purchase Units, have been duly authorized for issuance by the Company or by third parties, as applicable; and (d) certificates evidencing the Offered Purchase Units have been duly executed, delivered and countersigned in accordance with the provisions of the applicable Purchase Unit Agreement, the Offered Purchase Units, when issued and sold or otherwise distributed in accordance with the provisions of the applicable Transaction Agreement upon payment of the agreed-upon consideration therefor, 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.

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 do not express any opinion with respect to the enforceability of any provision of any Transaction Agreement to the extent that such section purports to bind any Opinion Party to the exclusive jurisdiction of any particular federal court or courts;

(f) 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;

(g) we have assumed that any agent of service will have accepted appointment as agent to receive service of process and call to your attention that we do not express any opinion if and to the extent such agent shall resign such appointment. Further, we do not express any opinion with respect to the irrevocability of the designation of such agent to receive service of process;

(h) we have assumed that the choice of New York law to govern the Indenture and any supplemental indenture thereto is a valid and legal provision;

(i) we have assumed that the laws of the State of New York will be chosen to govern any Warrant Agreements, Subscription Rights Agreements, Purchase Contract Agreements and Purchase Unit Agreements and that such choice is and will be a valid and legal provision;

(j) we have assumed that any Debt Securities, Warrants, Subscription Rights, Purchase Contracts and Purchase Units that may be issued will be manually authenticated, signed or countersigned, as the case may be, by duly authorized officers of any trustee, warrant agent, subscription agent, purchase contract agent and purchase unit agent, as the case may be;

(k) 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;

(l) we do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Agreements to the extent that such provisions provide 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;

(m) we do not express any opinion with respect to the enforceability of any provisions contained in the Offered Guarantees or the related Transaction Agreements 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 Offered Guarantees; and

(n) 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) neither the execution and delivery by the Company and each Guarantor of the Transaction Agreements to which the Company or such Guarantor is a party nor the performance by the Company and such Guarantor of its obligations thereunder, or the issuance and sale of the applicable Securities: (i) conflicts or will conflict with the articles of incorporation, certificate of incorporation, certificate of formation, articles of organization, by-laws, limited liability company agreement or limited partnership agreement, as applicable, or any other comparable organizational document 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

(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 performance by the Company and such Guarantor of its obligations thereunder, including the issuance and sale of the applicable Securities, 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 Amendment. We also hereby consent to the reference to our firm under the heading “Legal Matters” in the prospectus forming part of the Registration Statement. 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.J.K.
	/s/ Skadden, Arps, Slate, Meagher & Flom LLP

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

Legal Name	Type of Entity	Jurisdiction of Incorporation Formation
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 II, L.L.C.	Limited Liability Company	Delaware
Medco Europe, 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 LLC	Limited Liability Company	Delaware
United Biosource Holdings, Inc.	Corporation	Delaware
United Biosource Patient Solutions, Inc.	Corporation	Delaware

Schedule II

Opinion Party Guarantors

Legal Name	Type of Entity	Jurisdiction of Incorporation Formation	By-laws, Limited Liability Company Agreement or Partnership Agreement	Date of By-laws, Limited Liability Company Agreement or Partnership Agreement	Parties to Limited Liability Company Agreement or Partnership Agreement	Guarantee Authorizing Resolutions
Delaware Corporate Party Guarantors
Accredo Health Group, Inc.	Corporation	Delaware	By-laws	April 2, 2012	N/A	Board of Directors, dated February 22, 2016
Accredo Health, Incorporated	Corporation	Delaware	By-laws	April 2, 2012	N/A	Board of Directors, dated February 22, 2016
CuraScript, Inc.	Corporation	Delaware	By-laws	January 30, 2004	N/A	Board of Directors, dated February 22, 2016
ESI Mail Order Processing, Inc.	Corporation	Delaware	By-laws	December 1, 2009	N/A	Board of Directors, dated February 22, 2016
ESI Mail Pharmacy Service, Inc.	Corporation	Delaware	By-laws	November 11, 1999	N/A	Board of Directors, dated February 22, 2016
ESI-GP Holdings, Inc.	Corporation	Delaware	By-laws	June 9, 2009	N/A	Board of Directors, dated February 22, 2016
Express Scripts Canada Holding Co.	Corporation	Delaware	By-laws	April 12, 2002	N/A	Board of Directors, dated February 22, 2016
Express Scripts Pharmacy, Inc.	Corporation	Delaware	By-laws	June 27, 2013	N/A	Board of Directors, dated February 22, 2016
Express Scripts Senior Care Holdings, Inc.	Corporation	Delaware	By-laws	April 8, 2005	N/A	Board of Directors, dated February 22, 2016
Express Scripts Senior Care, Inc.	Corporation	Delaware	By-laws	April 25, 2005	N/A	Board of Directors, dated February 22, 2016
Express Scripts Services Company	Corporation	Delaware	By-laws	November 5, 1998	N/A	Board of Directors, dated February 22, 2016

II-1

Legal Name	Type of Entity	Jurisdiction of Incorporation Formation	By-laws, Limited Liability Company Agreement or Partnership Agreement	Date of By-laws, Limited Liability Company Agreement or Partnership Agreement	Parties to Limited Liability Company Agreement or Partnership Agreement	Guarantee Authorizing Resolutions
Express Scripts Specialty Distribution Services, Inc.	Corporation	Delaware	By-laws	December 3, 1999	N/A	Board of Directors, dated February 22, 2016
Express Scripts Utilization Management Co.	Corporation	Delaware	By-laws	November 30, 1999	N/A	Board of Directors, dated February 22, 2016
Express Scripts, Inc.	Corporation	Delaware	By-laws	April 2, 2012	N/A	Board of Directors, dated February 22, 2016
Healthbridge, Inc.	Corporation	Delaware	By-laws	May 28, 2009	N/A	Board of Directors, dated February 22, 2016
Medco Health Services, Inc.	Corporation	Delaware	By-laws	April 2, 2012	N/A	Board of Directors, dated February 22, 2016
Medco Health Solutions, Inc.	Corporation	Delaware	By-laws	April 2, 2012	N/A	Board of Directors, dated February 22, 2016
United Biosource Holdings, Inc.	Corporation	Delaware	By-laws	June 25, 2013	N/A	Board of Directors, dated February 22, 2016
United Biosource Patient Solutions, Inc.	Corporation	Delaware	By-laws	April 2, 2012	N/A	Board of Directors, dated February 22, 2016
Delaware Partnership Party Guarantor
ESI Partnership	General Partnership	Delaware	Partnership Agreement	May 1, 2001	Express Scripts, Inc. and ESI-GP Holdings, Inc.	Written Consent of the Partners dated February 22, 2016
Delaware LLC Party Guarantors
Express Scripts Administrators, LLC	Limited Liability Company	Delaware	Limited Liability Company Agreement	November 1, 2013	Medco Health Solutions, Inc.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
Express Scripts Canada Holding, LLC	Limited Liability Company	Delaware	Limited Liability Company Agreement	November 20, 2009	Express Scripts Canada Holding Co.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016

II-2

Legal Name	Type of Entity	Jurisdiction of Incorporation Formation	By-laws, Limited Liability Company Agreement or Partnership Agreement	Date of By-laws, Limited Liability Company Agreement or Partnership Agreement	Parties to Limited Liability Company Agreement or Partnership Agreement	Guarantee Authorizing Resolutions
Express Scripts Pharmaceutical Procurement, LLC	Limited Liability Company	Delaware	Limited Liability Company Agreement	November 1, 2006	Express Scripts, Inc. and ESI Mail Pharmacy Service, Inc.	Written Consent of the Members dated February 22, 2016
L&C Investment, LLC	Limited Liability Company	Delaware	Limited Liability Company Agreement	September 12, 2015	Express Scripts, Inc.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
MAH Pharmacy, L.L.C.	Limited Liability Company	Delaware	Limited Liability Company Agreement	April 2, 2012	Medco Health Solutions, Inc.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
Medco Europe, L.L.C.	Limited Liability Company	Delaware	Limited Liability Company Agreement	April 2, 2012	Medco Health Solutions, Inc.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
Medco Europe II, L.L.C.	Limited Liability Company	Delaware	Limited Liability Company Agreement	April 2, 2012	Medco Europe, L.L.C.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
Medco Health Puerto Rico, L.L.C.	Limited Liability Company	Delaware	Limited Liability Company Agreement	April 2, 2012	Medco Health Solutions, Inc.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
Mooresville On-Site Pharmacy, LLC	Limited Liability Company	Delaware	Limited Liability Company Agreement	January 29, 2009	ESI Mail Pharmacy Service, Inc.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016

II-3

Legal Name	Type of Entity	Jurisdiction of Incorporation Formation	By-laws, Limited Liability Company Agreement or Partnership Agreement	Date of By-laws, Limited Liability Company Agreement or Partnership Agreement	Parties to Limited Liability Company Agreement or Partnership Agreement	Guarantee Authorizing Resolutions
Strategic Pharmaceutical Investments, LLC	Limited Liability Company	Delaware	Limited Liability Company Agreement	December 31, 2014	Priority Healthcare Corporation	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
Systemed, L.L.C.	Limited Liability Company	Delaware	Limited Liability Company Agreement	April 2, 2012	Medco Health Solutions, Inc.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
United Biosource LLC	Limited Liability Company	Delaware	Limited Liability Company Agreement	June 27, 2013	United BioSource Holdings, Inc.	Written Consent of the Board of Directors of the Sole Member dated February 22, 2016
Massachusetts Opinion Party Guarantor
Healthbridge Reimbursement and Product Support, Inc.	Corporation	Massachusetts	By-laws	January 23, 1988	N/A	Board of Directors, dated February 22, 2016
New York Opinion Party Guarantors
Ahg Of New York, Inc.	Corporation	New York	By-laws	April 2, 2012	N/A	Board of Directors, dated February 22, 2016
Medco Health New York Independent Practice Association, L.L.C.	Corporation	New York	By-laws	April 2, 2012	N/A	Board of Directors, dated February 22, 2016

II-4

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

EX-12.1

EXHIBIT 12.1

EXPRESS SCRIPTS HOLDING COMPANY

Calculation of Ratio of Earnings to Fixed Charges

(Dollar amounts in millions)

	Year Ended December 31,
	2015			2014			2013			2012			2011
Income from continuing operations before income taxes(1)	$	3,859.6		$	3,056.1		$	3,012.0		$	2,188.5		$	2,027.1
Add:
Interest expense(2)		498.7			511.4			529.1			619.0			299.7
Estimated interest component of rental expense		20.8			19.9			20.7			34.5			10.1
Subtract:
Income attributable to non-controlling interest		(23.1	)		(27.4	)		(28.1	)		(17.2	)		(2.7	)
Income as adjusted	$	4,356.0		$	3,560.0		$	3,533.7		$	2,824.8		$	2,334.2
Fixed charges:
Interest expense(2)		498.7			511.4			529.1			619.0			299.7
Estimated interest component of rental expense		20.8			19.9			20.7			34.5			10.1
Total fixed charges	$	519.5		$	531.3		$	549.8		$	653.5		$	309.8
Ratio of Earnings to Fixed Charges		8.4			6.7			6.4			4.3			7.5

(1) Consists of income from continuing operations before income taxes adjusted to include distributed equity income from joint venture.

(2) Interest expense for the year ended December 31, 2015 excludes the one time $1.6 million interest expense related to the early repayment of our 2011 credit agreement. Interest expense for the year ended December 31, 2014 excludes the one time $71.5 million interest expense related to the redemption of our $1,250.0 million aggregate principal amount of 3.500% senior notes due 2016. Interest expense for the year ended December 31, 2013 excludes the one time $67.0 million interest expense related to the redemption of ESI’s $1,000.0 million aggregate principal amount of 6.250% senior notes due 2014.

Note: Interest component of rental expense estimated to be 1/3 of rental expense, which management believes represents a reasonable approximation of the interest factor.

EX-23.1

Exhibit 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-3 of our report dated February 16, 2016, relating to the financial statements, financial statement schedule and the effectiveness of internal control over financial reporting, which appears in Express Scripts Holding Company’s Annual Report on Form 10-K for the year ended December 31, 2015. We also consent to the reference to us under the heading “Experts” in such Registration Statement.

/s/ PricewaterhouseCoopers LLP

St. Louis, Missouri

February 22, 2016