                 FOR PUBLICATION
 UNITED STATES COURT OF APPEALS
      FOR THE NINTH CIRCUIT

UNITED STATES TRUSTEE, William             No. 03-16067
T. Neary,
                         Appellant,           D.C. No.
                 v.                      CV-03-00210-CRB
                                            JUDGMENT
KERAVISION, INC.,
                                              ORDER
                   Debtor-Appellee.
                                      
       Appeal from the United States District Court
         for the Northern District of California
       Charles R. Breyer, District Judge, Presiding

                  Argued and Submitted
       February 9, 2005—San Francisco, California

                 Filed September 7, 2005

   Before: J. Clifford Wallace, Johnnie B. Rawlinson, and
                Carlos T. Bea, Circuit Judges.


                        COUNSEL

Eric D. Miller (briefed and argued), and Robert M. Loeb
(briefed), United States Department of Justice, Washington,
D.C., for the appellant.

Peter M. Gilhuly (briefed and argued), Kathryn M. Davis
(briefed), and Eric D. Brown (briefed), Latham & Watkins
LLP, Los Angeles, California, for the appellee.



                           12515
12516       UNITED STATES TRUSTEE v. KERAVISION, INC.
                               ORDER

   We affirm the judgment entered by the district court for the
reasons stated in its opinion approving the appointment of the
law firm. See In re Keravision, Inc., 273 B.R. 614 (N.D. Cal.
2002).1 The trustee did not raise the rules of professional
responsibility in challenging the law firm’s appointment
before the district court. See id. at 618. Therefore, we decline
to address that issue on appeal. See United States v. Alisal
Water Corp., 370 F.3d 915, 923 (9th Cir. 2004).

  AFFIRMED.




  1
   We have jurisdiction over this appeal because the order awarding attor-
neys’ fees is a final determination of the payment to be distributed to
Latham from the estate. See Yermakov v. Fitzsimmons (In re Yermakov),
718 F.2d 1465, 1469 (9th Cir. 1983).
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