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Report of Independent Registered
Public Accounting Firm
The Board of Directors and Shareholders of
SCP Pool Corporation
We have audited the accompanying consolidated
balance sheets of SCP Pool Corporation as of December 31, 2005 and
2004, and the related consolidated statements of income, shareholders’
equity, and cash flows for each of the three years in the period
ended December 31, 2005. These financial statements are the responsibility
of the Company’s management. Our responsibility is to express an
opinion on these financial statements based on our audits.
We conducted our audits in accordance with
the standards of the Public Company Accounting Oversight Board (United
States). Those standards require that we plan and perform the audit
to obtain reasonable assurance about whether the financial statements
are free of material misstatement. An audit includes examining,
on a test basis, evidence supporting the amounts and disclosures
in the financial statements. An audit also includes assessing the
accounting principles used and significant estimates made by management,
as well as evaluating the overall financial statement presentation.
We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred
to above present fairly, in all material respects, the consolidated
financial position of SCP Pool Corporation at December 31, 2005
and 2004, and the consolidated results of its operations and its
cash flows for each of the three years in the period ended December
31, 2005, in conformity with U.S. generally accepted accounting
principles.
We also have audited, in accordance with the
standards of the Public Company Accounting Oversight Board (United
States), the effectiveness of the Company’s internal control over
financial reporting as of December 31, 2005, based on criteria established
in Internal Control-Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission and our report
dated March 3, 2006 expressed an unqualified opinion thereon.

New Orleans, Louisiana
March 3, 2006
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