EXHIBIT 23.1
Published on March 25, 1997
CONSENT OF SMITH BARNEY
The Special Committee of the Board of Directors
Lehman/SDI, Inc.
2600 One Logan Square
Philadelphia, PA 19103
Attention: O. Gordon Brewer, Jr. and Ernest L. Ransome, III
Members of the Special Committee
We hereby consent to the (i) inclusion of our opinion letter to the
Special Committee of the Board of Directors of Lehman/SDI, Inc. as Exhibit C to
the Proxy Statement/Prospectus of SunSource Inc. and SunSource Capital Trust
relating to the proposed corporate conversion and merger of SunSource, L.P. into
SunSource, Inc., and (ii) reference made to our firm and such opinion in such
Proxy Statement/Prospectus. In giving such consent, we do not admit that we come
within the category of persons whose consent is required under, and we do not
admit that we are "experts" for purposes of, the Securities Act of 1933, as
amended, and the rules and regulations promulgated thereunder.
By: /s/
-----------------------------------
Smith Barney Inc.
New York, NY
March 24, 1997