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
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Date
of report (Date of earliest event reported): April 21,
2008
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JPMORGAN
CHASE & CO.
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(Exact
Name of Registrant
as
Specified in Charter)
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DELAWARE
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(State
or Other Jurisdiction of Incorporation)
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001-05805
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13-2624428
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(Commission
File Number)
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(IRS
Employer Identification No.)
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270
Park Avenue,
New
York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
270-6000
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_________________________
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.
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8.1 |
Tax
Opinion of Sidley Austin LLP relating
to $2,000,000 Semi Annual Review Notes Linked to an Equally Weighted
Basket Consisting of the Common Stocks of Citigroup Inc., Bank of America
Corporation and Wells Fargo & Company due April 29, 2010
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2
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. | |
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(Registrant)
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| By: /s/ Anthony J. Horan | |
| Name: Anthony J. Horan | |
| Title: Corporate Secretary |
Dated:
April 23, 2008
3
EXHIBIT
INDEX
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Exhibit
Number
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Description
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8.1
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Tax
Opinion of Sidley Austin LLP relating to
$2,000,000 Semi Annual Review Notes Linked to an
Equally Weighted Basket Consisting of the Common
Stocks of Citigroup Inc., Bank of America Corporation and Wells Fargo
& Company due April 29, 2010
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4
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SIDLEY
AUSTIN LLP
787
SEVENTH AVENUE
NEW
YORK, NY 10019
(212)
839 5300
(212)
839 5599 FAX
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BEIJING
BRUSSELS
CHICAGO
DALLAS
FRANKFURT
GENEVA
HONG KONG
LONDON
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LOS
ANGELES
NEW
YORK
SAN
FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON,
D.C.
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FOUNDED 1866
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Exhibit
8.1
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April
22, 2008
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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. 1195 dated April 21, 2008 relating to Semi Annual Review
Notes Linked to an Equally Weighted Basket Consisting of the Common Stocks of
Citigroup Inc., Bank of America Corporation and Wells Fargo & Company due
April 29, 2010 (the “Pricing Supplement”) to product supplement no. 130-I dated
April 18, 2008 relating to Review Notes Linked to a Weighted Basket Consisting
of the Common Stocks of Reference Stock Issuers (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 “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.
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Very
truly yours,
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/s/
Sidley Austin LLP
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