UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): February 26,
2008
|
|
JPMORGAN
CHASE & CO.
|
(Exact
Name of Registrant
as
Specified in Charter)
|
|
|
DELAWARE
|
|
(State
or Other Jurisdiction of Incorporation)
|
|
001-05805
|
|
13-2624428
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
270
Park Avenue,
New
York, NY
|
|
10017
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
|
|
|
Registrant’s
telephone number, including area code: (212)
270-6000
|
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o
|
Written
communications pursuant to Rule 425 under the Securities Act (17
CFR
230.425)
|
o
|
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
|
o
|
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
|
o
|
Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR
240.13e-4(c))
|
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
The
following Exhibits are incorporated by reference into the Registration
Statement
on Form S-3ASR (333-130051) of JPMorgan Chase & Co. (the “Registrant”) as
exhibits thereto and are filed as part of this Current Report.
8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out
Notes
Linked to an Equally Weighted Basket Consisting of the S&P
500®
Index, the Nikkei 225 Index and
the Dow Jones EURO STOXX 50®
Index due February 28,
2011
|
8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out
Notes
Linked to an Equally Weighted Basket Consisting of the S&P
500®
Index, the Nikkei 225 Index and
the Dow Jones EURO STOXX 50®
Index due February 28,
2011
|
8.3
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
August 28, 2009
|
8.4
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
August 28, 2009
|
8.5
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
February 26, 2010
|
8.6
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected
Dual
Directional Knock-Out Notes Linked to the S&P 500®
Index and the Russell
2000®
Index due May 29,
2009
|
8.7
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected
Dual
Directional Knock-Out Notes Linked to the S&P 500®
Index and the Russell
2000®
Index due January 29, 2010
|
8.8
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Dual
Directional Notes Linked to a Weighted Basket Consisting of Three
Commodities and Three Commodity Indices due August 30,
2012
|
8.9
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due
August 28, 2009
|
8.10
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected
Dual
Directional Knock-Out Notes Linked to the S&P 500®
Index and the Russell
2000®
Index due October 30,
2009
|
8.11
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due May
30, 2008 Each Linked to the Common Stock of a Different Single
Reference
Stock Issuer
|
8.12
|
Tax
Opinion of Davis Polk & Wardwell relating to 3.75% (equivalent
to 15.00% per
annum) Reverse Exchangeable Notes due May 30, 2008 Linked to
American
Depositary Shares, Each Representing One Common Share of Companhia
Vale do
Rio Doce
|
8.13
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
August 29, 2008 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.14
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
August 29, 2008 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.15
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
August 29, 2008 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.16
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
February 27, 2009 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.17
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
February 27, 2009 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.18
|
Tax
Opinion of Davis Polk & Wardwell relating to Upside Auto Callable
Reverse
Exchangeable Notes due August 29, 2008 Each Linked to the Common
Stock of
a Different Single Reference Stock
Issuer
|
8.19
|
Tax
Opinion of Davis Polk & Wardwell relating to 34.90% Reverse
Exchangeable Notes due February 27, 2009 Linked to the Least
Performing
Common Stock in the Dow Jones Industrial Average SM
(not
including the common stock of JPMorgan Chase & Co.)
|
8.20
|
Tax
Opinion of Davis Polk & Wardwell relating to 9.00% per annum Reverse
Exchangeable Notes due March 2, 2009 Linked to the Common Stock
of Exxon
Mobil Corporation
|
8.21
|
Tax
Opinion of Davis Polk & Wardwell relating to 5.75% (equivalent to
11.50% per annum) Reverse Exchangeable Notes due August 29, 2008
Linked to the Common Stock of Marathon Oil Corporation
|
8.22
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes Linked to the Common Stock of a Reference Stock
Issuer
|
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
|
JPMORGAN
CHASE & CO.
(Registrant)
|
|
|
|
|
|
|
|
|
|
|
By:
|
/s/
Neila
B. Radin |
|
|
|
|
|
|
|
|
Name:
|
|
|
|
|
Title:
|
|
|
Dated:
February 28, 2008
EXHIBIT
INDEX
|
|
|
8.1
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out
Notes
Linked to an Equally Weighted Basket Consisting of the S&P
500®
Index, the Nikkei 225 Index and
the Dow Jones EURO STOXX 50®
Index due February 28,
2011
|
8.2
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out
Notes
Linked to an Equally Weighted Basket Consisting of the S&P
500®
Index, the Nikkei 225 Index and
the Dow Jones EURO STOXX 50®
Index due February 28,
2011
|
8.3
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
August 28, 2009
|
8.4
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
August 28, 2009
|
8.5
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
February 26, 2010
|
8.6
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected
Dual
Directional Knock-Out Notes Linked to the S&P 500®
Index and the Russell
2000®
Index due May 29,
2009
|
8.7
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected
Dual
Directional Knock-Out Notes Linked to the S&P 500®
Index and the Russell
2000®
Index due January 29, 2010
|
8.8
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Dual
Directional Notes Linked to a Weighted Basket Consisting of Three
Commodities and Three Commodity Indices due August 30,
2012
|
8.9
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due
August 28, 2009
|
8.10
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected
Dual
Directional Knock-Out Notes Linked to the S&P 500®
Index and the Russell
2000®
Index due October 30,
2009
|
8.11
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due May
30, 2008 Each Linked to the Common Stock of a Different Single
Reference
Stock Issuer
|
8.12
|
|
Tax
Opinion of Davis Polk & Wardwell relating to 3.75% (equivalent
to 15.00% per
annum) Reverse Exchangeable Notes due May 30, 2008 Linked to American
Depositary Shares, Each Representing One Common Share of Companhia
Vale do
Rio Doce
|
8.13
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
August 29, 2008 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.14
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
August 29, 2008 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.15
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
August 29, 2008 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.16
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
February 27, 2009 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.17
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
February 27, 2009 Each Linked to the Common Stock of a Different
Single
Reference Stock Issuer
|
8.18
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Upside Auto Callable
Reverse
Exchangeable Notes due August 29, 2008 Each Linked to the Common
Stock of
a Different Single Reference Stock Issuer
|
8.19
|
|
Tax
Opinion of Davis Polk & Wardwell relating to 34.90% Reverse
Exchangeable Notes due February 27, 2009 Linked to the Least Performing
Common Stock in the Dow Jones Industrial Average SM (not
including the common stock of JPMorgan Chase &
Co.)
|
8.20
|
|
Tax
Opinion of Davis Polk & Wardwell relating to 9.00% per annum Reverse
Exchangeable Notes due March 2, 2009 Linked to the Common Stock
of Exxon
Mobil Corporation
|
8.21
|
|
Tax
Opinion of Davis Polk & Wardwell relating to 5.75% (equivalent to
11.50% per annum) Reverse Exchangeable Notes due August 29, 2008
Linked to the Common Stock of Marathon Oil Corporation
|
8.22
|
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes Linked to the Common Stock of a Reference Stock
Issuer
|
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10013
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1035 dated February 26, 2008 relating to Index Basket Knock-Out Notes
Linked to
an Equally Weighted Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index and the Dow
Jones EURO STOXX 50®
Index due February 28, 2011 (the
“Pricing Supplement”) to product supplement no. 98-I dated October 1, 2007
relating to Index Knock-Out Notes Linked to a Weighted Basket Consisting
of the
S&P 500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50® Index,
or Linked to
Any One of the Foregoing (the “Product Supplement”) to a prospectus supplement
dated October 12, 2006 (the “Prospectus Supplement”) for the Company’s Global
Medium-Term Notes, Series E, Global Warrants, Series E and Global Units,
Series
E, relating to a prospectus dated December 1, 2005 (the “Prospectus”) contained
in the Company’s Registration Statement on Form S-3ASR (Registration Statement
No. 333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement, subject to the conditions and
limitations described therein, set forth the material U.S. federal income
tax
considerations applicable generally to holders of the securities offered
pursuant to the Pricing Supplement as a result of the ownership and disposition
of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement. By such consent we do
not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10013
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1036 dated February 26, 2008 relating to Index Basket Knock-Out Notes
Linked to
an Equally Weighted Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index and the Dow
Jones EURO STOXX 50®
Index due February 28, 2011 (the
“Pricing Supplement”) to product supplement no. 98-I dated October 1, 2007
relating to Index Knock-Out Notes Linked to a Weighted Basket Consisting
of the
S&P 500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50® Index,
or Linked to
Any One of the Foregoing (the “Product Supplement”) to a prospectus supplement
dated October 12, 2006 (the “Prospectus Supplement”) for the Company’s Global
Medium-Term Notes, Series E, Global Warrants, Series E and Global Units,
Series
E, relating to a prospectus dated December 1, 2005 (the “Prospectus”) contained
in the Company’s Registration Statement on Form S-3ASR (Registration Statement
No. 333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement, subject to the conditions and
limitations described therein, set forth the material U.S. federal income
tax
considerations applicable generally to holders of the securities offered
pursuant to the Pricing Supplement as a result of the ownership and disposition
of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement. By such consent we do
not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10013
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1037 dated February 26, 2008 relating to Buffered Return
Enhanced
Notes Linked to the S&P 500® Index
due August 28,
2009 (the “Pricing Supplement”) to product supplement no. 18-I dated March 16,
2006 relating to Return Enhanced Notes Linked to the S&P 500® Index
(the “Product
Supplement”) to a prospectus supplement dated December 1, 2005 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement, subject to the conditions and
limitations described therein, set forth the material U.S. federal income
tax
considerations applicable generally to holders of the securities offered
pursuant to the Pricing Supplement as a result of the ownership and disposition
of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement. By such consent we do
not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1038 dated February 26, 2008 relating to Buffered Return
Enhanced
Notes Linked to the S&P 500® Index
due August 28,
2009 (the “Pricing Supplement”) to product supplement no. 18-I dated March 16,
2006 relating to Return Enhanced Notes Linked to the S&P 500® Index
(the “Product
Supplement”) to a prospectus supplement dated December 1, 2005 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement, subject to the conditions and
limitations described therein, set forth the material U.S. federal income
tax
considerations applicable generally to holders of the securities offered
pursuant to the Pricing Supplement as a result of the ownership and disposition
of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement. By such consent we do
not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1039 dated February 26, 2008 relating to Buffered Return
Enhanced
Notes Linked to the S&P 500® Index
due February
26, 2010 (the “Pricing Supplement”) to product supplement no. 18-I dated March
16, 2006 relating to Return Enhanced Notes Linked to the S&P 500® Index
(the “Product
Supplement”) to a prospectus supplement dated December 1, 2005 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement, subject to the conditions and
limitations described therein, set forth the material U.S. federal income
tax
considerations applicable generally to holders of the securities offered
pursuant to the Pricing Supplement as a result of the ownership and disposition
of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the Pricing Supplement. By such consent we do
not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1040 dated February 26, 2008 relating to Principal Protected Dual
Directional
Knock-Out Notes Linked to the S&P 500®
Index and the Russell 2000®
Index due May 29, 2009 (the
“Pricing Supplement”) to product supplement no. 114-I dated February 1, 2008
relating to Principal Protected Dual Directional Knock-Out Notes Linked
to One
or More of the Following Indices: the S&P 500® Index,
the Russell
2000® Index,
the
Nikkei 225 Index and the Dow Jones EURO STOXX 50® Index
(the “Product
Supplement”) to a prospectus supplement dated October 12, 2006 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Treated as
Contingent Payment Debt Instruments” in the Pricing Supplement,
subject to the conditions and limitations described therein, set forth
the
material U.S. federal income tax considerations applicable generally to
holders
of the securities offered pursuant to the Pricing Supplement as a result
of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Treated as
Contingent Payment Debt Instruments” in the Pricing
Supplement. By such consent we do not concede that we are an
“expert” for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.7
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1041 dated February 26, 2008 relating to Principal Protected Dual
Directional
Knock-Out Notes Linked to the S&P 500®
Index and the Russell 2000®
Index due January 29, 2010 (the “Pricing
Supplement”) to product supplement no. 114-I dated February 1, 2008 relating to
Principal Protected Dual Directional Knock-Out Notes Linked to One or More
of
the Following Indices: the S&P 500® Index,
the Russell
2000® Index,
the
Nikkei 225 Index and the Dow Jones EURO STOXX 50® Index
(the “Product
Supplement”) to a prospectus supplement dated October 12, 2006 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Treated as
Contingent Payment Debt Instruments” in the Pricing Supplement,
subject to the conditions and limitations described therein, set forth
the
material U.S. federal income tax considerations applicable generally to
holders
of the securities offered pursuant to the Pricing Supplement as a result
of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Treated as
Contingent Payment Debt Instruments” in the Pricing
Supplement. By such consent we do not concede that we are an
“expert” for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.8
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1042 dated February 26, 2008 relating to Principal Protected
Dual
Directional Notes Linked to a Weighted Basket Consisting of Three Commodities
and Three Commodity Indices due August 30, 2012 (the “Pricing Supplement”) to
product supplement no. 102-I dated October 15, 2007 relating to Principal
Protected Dual Directional Notes Linked to a Weighted Basket Consisting
of up to
Thirteen Commodities and/or Five Commodity Indices, or Linked to Any One
of the
Foregoing (the “Product Supplement”) to a prospectus supplement dated October
12, 2006 (the “Prospectus Supplement”) for the Company’s Global Medium-Term
Notes, Series E, Global Warrants, Series E and Global Units, Series E,
relating
to a prospectus dated December 1, 2005 (the “Prospectus”) contained in the
Company’s Registration Statement on Form S-3ASR (Registration Statement No.
333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Taxed as
Contingent Payment Debt Instruments” in the Pricing Supplement, subject to the
conditions and limitations described therein, set forth the material U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Taxed as
Contingent Payment Debt Instruments” in the Pricing Supplement. By
such consent we do not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.9
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1043 dated February 26, 2008 relating to Buffered Return
Enhanced
Notes Linked to the MSCI EAFE® Index
due August 28,
2009 (the “Pricing Supplement”) to product supplement no. 39-VIII dated December
14, 2007 relating to Return Enhanced Notes Linked to a Weighted Basket
Consisting of the S&P 500® Index,
the S&P
BRIC 40 Index, the Nikkei 225 Index, the Dow Jones EURO STOXX 50® Index,
the Dow Jones
U.S. Real Estate Index, the Dow Jones — AIG Commodity IndexSM, the
FTSE™ 100
Index, the MSCI EAFE® Index,
the
NASDAQ-100 Index®, the
Russell
1000® Growth
Index, the Russell 1000® Value
Index, the
Russell 2000®
Index, the iShares® MSCI
Emerging
Markets Index Fund and the Vanguard® Emerging
Markets ETF
(the “Product Supplement”) to a prospectus supplement dated October 12, 2006
(the “Prospectus Supplement”) for the Company’s Global Medium-Term Notes, Series
E, Global Warrants, Series E and Global Units, Series E, relating to a
prospectus dated December 1, 2005 (the “Prospectus”) contained in the Company’s
Registration Statement on Form S-3ASR (Registration Statement No. 333-130051)
(the “Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant to the
Pricing Supplement as a result of the ownership and disposition of such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.10
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1044 dated February 26, 2008 relating to Principal Protected Dual
Directional
Knock-Out Notes Linked to the S&P 500®
Index and the Russell 2000®
Index due October 30, 2009 (the
“Pricing Supplement”) to product supplement no. 114-I dated February 1, 2008
relating to Principal Protected Dual Directional Knock-Out Notes Linked
to One
or More of the Following Indices: the S&P 500® Index,
the Russell
2000® Index,
the
Nikkei 225 Index and the Dow Jones EURO STOXX 50® Index
(the “Product
Supplement”) to a prospectus supplement dated October 12, 2006 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Treated as
Contingent Payment Debt Instruments” in the Pricing Supplement,
subject to the conditions and limitations described therein, set forth
the
material U.S. federal income tax considerations applicable generally to
holders
of the securities offered pursuant to the Pricing Supplement as a result
of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Treated as
Contingent Payment Debt Instruments” in the Pricing
Supplement. By such consent we do not concede that we are an
“expert” for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.11
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1045 dated February 26, 2008 relating to Reverse Exchangeable Notes
due May 30,
2008 Each Linked to the Common Stock of a Different Single Reference Stock
Issuer (the “Pricing Supplement”) to product supplement no. 34-V dated
February 7, 2007 relating to Reverse Exchangeable Notes Linked to the Common
Stock of a Reference Stock Issuer (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1, 2005
(the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.12
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1046 dated February 26, 2008 relating to 3.75% (equivalent to 15.00%
per annum)
Reverse Exchangeable Notes due May 30, 2008 Linked to American Depositary
Shares, Each Representing One Common Share of Companhia Vale do Rio Doce
(the “Pricing Supplement”) to product supplement no. 34-V dated February 7, 2007
relating to Reverse Exchangeable Notes Linked to the Common Stock of a
Reference
Stock Issuer (the “Product Supplement”) to a prospectus supplement dated October
12, 2006 (the “Prospectus Supplement”) for the Company’s Global Medium-Term
Notes, Series E, Global Warrants, Series E and Global Units, Series E,
relating
to a prospectus dated December 1, 2005 (the “Prospectus”) contained in the
Company’s Registration Statement on Form S-3ASR (Registration Statement No.
333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.13
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1047 dated February 26, 2008 relating to Reverse Exchangeable Notes
due August
29, 2008 Each Linked to the Common Stock of a Different Single Reference
Stock
Issuer (the “Pricing Supplement”) to product supplement no. 34-V dated
February 7, 2007 relating to Reverse Exchangeable Notes Linked to the Common
Stock of a Reference Stock Issuer (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1, 2005
(the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.14
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1048 dated February 26, 2008 relating to Reverse Exchangeable Notes
due August
29, 2008 Each Linked to the Common Stock of a Different Single Reference
Stock
Issuer (the “Pricing Supplement”) to product supplement no. 34-V dated
February 7, 2007 relating to Reverse Exchangeable Notes Linked to the Common
Stock of a Reference Stock Issuer (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1, 2005
(the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.15
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1049 dated February 26, 2008 relating to Reverse Exchangeable Notes
due August
29, 2008 Each Linked to the Common Stock of a Different Single Reference
Stock
Issuer (the “Pricing Supplement”) to product supplement no. 34-V dated
February 7, 2007 relating to Reverse Exchangeable Notes Linked to the Common
Stock of a Reference Stock Issuer (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1, 2005
(the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.16
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1051 dated February 26, 2008 relating to Reverse Exchangeable Notes
due February
27, 2009 Each Linked to the Common Stock of a Different Single Reference
Stock
Issuer (the “Pricing Supplement”) to product supplement no. 34-V dated
February 7, 2007 relating to Reverse Exchangeable Notes Linked to the Common
Stock of a Reference Stock Issuer (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1, 2005
(the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.17
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1052 dated February 26, 2008 relating to Reverse Exchangeable Notes
due February
27, 2009 Each Linked to the Common Stock of a Different Single Reference
Stock
Issuer (the “Pricing Supplement”) to product supplement no. 34-V dated
February 7, 2007 relating to Reverse Exchangeable Notes Linked to the Common
Stock of a Reference Stock Issuer (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1, 2005
(the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.18
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1053 dated February 26, 2008 relating to Upside Auto Callable Reverse
Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock
of a
Different Single Reference Stock Issuer (the “Pricing Supplement”) to
product supplement no. 108-I dated December 13, 2007 relating to Upside
Auto
Callable Reverse Exchangeable Notes Linked to the Common Stock of a Reference
Stock Issuer (the “Product Supplement”) to a prospectus supplement dated October
12, 2006 (the “Prospectus Supplement”) for the Company’s Global Medium-Term
Notes, Series E, Global Warrants, Series E and Global Units, Series E,
relating
to a prospectus dated December 1, 2005 (the “Prospectus”) contained in the
Company’s Registration Statement on Form S-3ASR (Registration Statement No.
333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit
Comprising a Put
Option and a Deposit” in the Pricing Supplement, subject to the
conditions and limitations described therein, set forth the material U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit
Comprising a Put
Option and a Deposit” in the Pricing Supplement. By such
consent we do not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.19
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1054 dated February 26, 2008 relating to 34.90% Reverse
Exchangeable Notes due February 27, 2009 Linked to the Least Performing
Common
Stock in the Dow Jones Industrial Average SM (not
including the
common stock of JPMorgan Chase & Co.) (the “Pricing Supplement”) to product
supplement no. 37-V dated May 15, 2007 relating to Reverse Exchangeable
Notes
Linked to the Least Performing Common Stock in the Dow Jones Industrial
AverageSM (not
including the common stock of JPMorgan Chase & Co.) (the “Product
Supplement”) to a prospectus supplement dated October 12, 2006 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.20
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1055 dated February 26, 2008 relating to 9.00% per annum
Reverse
Exchangeable Notes due March 2, 2009 Linked to the Common Stock of Exxon
Mobil
Corporation (the “Pricing Supplement”) to product supplement no. 34-V dated
February 7, 2007 relating to Reverse Exchangeable Notes Linked to the Common
Stock of a Reference Stock Issuer (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1, 2005
(the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.21
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 1056 dated February 27, 2008 relating to 5.75% (equivalent
to
11.50% per annum) Reverse Exchangeable Notes due August 29, 2008
Linked to the Common Stock of Marathon Oil Corporation (the “Pricing
Supplement”) to product supplement no. 34-V dated February 7, 2007 relating to
Reverse Exchangeable Notes Linked to the Common Stock of a Reference Stock
Issuer (the “Product Supplement”) to a prospectus supplement dated October 12,
2006 (the “Prospectus Supplement”) for the Company’s Global Medium-Term Notes,
Series E, Global Warrants, Series E and Global Units, Series E, relating
to a
prospectus dated December 1, 2005 (the “Prospectus”) contained in the Company’s
Registration Statement on Form S-3ASR (Registration Statement No. 333-130051)
(the “Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities offered pursuant to the Pricing Supplement
as a
result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax
Treatment as a Unit Comprising a Put Option and a Deposit” in the Pricing
Supplement. By such consent we do not concede that we are an “expert”
for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.22
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of product supplement no. 34-VI
dated
February 28, 2008 relating to Reverse Exchangeable Notes Linked to the
Common Stock of a Reference Stock Issuer (the “Product Supplement”) to a
prospectus supplement dated October 12, 2006 (the “Prospectus Supplement”) for
the Company’s Global Medium-Term Notes, Series E, Global Warrants, Series E and
Global Units, Series E, relating to a prospectus dated December 1, 2005
(the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement and
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement, subject to the conditions and limitations described therein,
set
forth the material U.S. federal income tax considerations applicable generally
to holders of the securities to be offered pursuant to the Product Supplement
as
a result of the ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement
and under the heading “Certain U.S. Federal Income Tax Consequences” in the
Product Supplement. By such consent we do not concede that we are an
“expert” for the purposes of the Act.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|