October 18, 2009

The Board of Directors
Allion Healthcare Inc.
1660 Walt Whitman Road
Melville, New York 11747

Members of the Board:

You have requested our opinion as to the fairness, from a financial point of view, of the consideration to be received by certain holders (the “Shareholders”) of the outstanding common stock, par value $0.001 per share (the “Common Stock”) of Allion Healthcare Inc. (“Allion” or the “Company”) in connection with the proposed merger (the “Merger”) of the Company with a subsidiary (“Merger Sub”) of Brickell Bay Acquisition Corp. (“Parent”) under the terms of an Agreement and Plan of Merger by and among Parent, Merger Sub, and the Company dated October 18, 2009 (the “Agreement”). For the purposes of this letter and our related analyses, the term Shareholder excludes holders of the Common Stock who are entering into Voting Agreements and/or Exchange Agreements (as defined in the Agreement) and their affiliates, as well as Parent, Merger Sub, and their affiliates. Under and subject to the terms of the Agreement, the consideration to be received by the Shareholders in exchange for each outstanding share of Common Stock is $6.60 in cash.

In connection with our review of the proposed Merger and the preparation of our opinion, we have, among other things:

	1.		reviewed the financial terms and conditions as stated in the October 18, 2009 draft Agreement;
	2.		reviewed the Company’s annual report filed on Form 10-K for the fiscal year ended December 31, 2008 and the quarterly reports filed on Form 10-Q for the quarters ended March 31, 2009 and June 30, 2009;
	3.		reviewed certain other publicly available information on the Company;
	4.		reviewed other Company financial and operating information provided by the Company;
	5.		reviewed the historical stock price and trading activity for the shares of Allion common stock;
	6.		discussed Allion’s operations, historical financial results, and future prospects with certain management team members of Allion;
	7.		discussed with senior management of the Company certain information related to the aforementioned;
	8.		compared financial and stock market information for the Company with similar information for certain other companies with publicly traded equity securities;
	9.		reviewed the financial terms and conditions of certain recent business combinations involving companies in businesses we deemed to be similar to those of the Company; and
	10.		considered such other quantitative and qualitative factors that we deemed to be relevant to our evaluation.

With your consent, we have assumed and relied upon the accuracy and completeness of all information supplied or otherwise made available to us by Allion, or any other party on its behalf, and we have undertaken no duty or responsibility to verify independently any of such information. We have not made or obtained an independent

Raymond James & Associates, Inc.
Member New York Stock Exchange/SIPC
2525 West End Avenue, Suite 925, Nashville, TN 37203
615-321-8088 • 800-658-6188 Toll Free • 615-321-4588 Fax

appraisal for any of the assets or liabilities (contingent or otherwise) of the Company. With respect to financial forecasts and estimates provided to or otherwise reviewed by or discussed with us, we have assumed, with your consent, that such forecasts and estimates have been reasonably prepared in good faith on bases reflecting the best currently available estimates and judgments of management, and we have relied upon each party to advise us promptly if any information previously provided became inaccurate or was required to be updated during the period of our review. We have assumed that the final form of the Agreement will be substantially similar to the draft we have reviewed, and that the Merger will be consummated in accordance with the terms of the Agreement without waiver of any conditions thereof.

In arriving at this opinion, we did not attribute any particular weight to any analysis or factor considered by us, but rather made qualitative judgments as to the significance and relevance of each analysis and factor. Accordingly, we believe that our analyses must be considered as a whole and that selecting portions of such analyses, without considering all analyses, would create an incomplete view of the process underlying this opinion.

We express no opinion as to the underlying business decision to effect the Merger, the structure or tax consequences of the Merger, or the availability or advisability of any alternatives to the Merger. Our opinion is limited to the fairness, from a financial point of view, of the consideration to be received by the Shareholders. We express no opinion with respect to any other reasons, legal, business, or otherwise, that may support the decision of the Board of Directors to approve or consummate the Merger. In formulating our opinion, we have considered only the cash consideration for Allion common stock as is described above. We have not considered, and this opinion does not address, any compensation or other such payments that may be made in connection with, or as a result of, the Merger to Allion directors, officers, employees, or others in connection with the Merger. The delivery of this opinion has been approved by our Fairness Opinion Committee.

Raymond James & Associates Inc. (“Raymond James”) is actively engaged in the investment banking business and regularly undertakes the valuation of investment securities in connection with public offerings, private placements, business combinations, and similar transactions. Raymond James will receive a customary fee from Allion upon the delivery of this opinion. Raymond James also has been engaged to render financial advisory services to Allion in connection with the proposed Merger and will receive a separate customary fee for such services; such fee is contingent upon consummation of the Merger and is larger than the fee for the delivery of this opinion. In addition, Allion has agreed to indemnify us against certain liabilities arising out of our engagement.

In the ordinary course of our business, we may trade in the securities of Allion for our own account or for the accounts of our customers and, accordingly, may at any time hold a long or short position in such securities.

Our opinion is based upon market, economic, financial, and other circumstances and conditions existing and disclosed to us as of October 18, 2009 and any material change in such circumstances and conditions would require a re-evaluation of this opinion, which we are under no obligation to undertake.

It is understood that this letter is for the information of the Allion Board of Directors in evaluating the proposed Merger and does not constitute a recommendation to the Allion Board of Directors or any holder of Common Stock regarding how to vote on the proposed Merger. Furthermore, this letter should not be construed as creating any fiduciary duty on the part of Raymond James to any such party. This opinion is not to be quoted or referred to, in whole or in part, without our prior written consent.

Based upon and subject to the foregoing, it is our opinion that, as of October 18, 2009, the consideration to be received by the Shareholders pursuant to the Agreement is fair, from a financial point of view, to such Shareholders.

Very truly yours,

RAYMOND JAMES & ASSOCIATES, INC.