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): May 27,
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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__________________________________
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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):
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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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
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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 November 30,
2012
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Upside Auto Callable
Reverse Exchangeable Notes due December 1, 2008 Each Linked to the Common
Stock of a Different Single Reference Stock Issuer
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to 10.0% (equivalent to
20.0% per annum) Reverse Exchangeable Notes due December 1, 2008 Linked to
the Least Performing Common Stock of Apple Inc., Google Inc., Microsoft
Corporation and QUALCOMM Incorporated
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Floating Rate Notes
Linked to the Consumer Price Index due May 30, 2013
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Return Notes Linked to
the JPMorgan Core Commodity Investable Global Asset Rotator Long-Short
Index due May 31, 2011
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to 9.50% (equivalent to
19.00% per annum) Reverse Exchangeable Notes due December 2, 2008 Linked
to the Least Performing Common Stock of Peabody Energy Corporation ,
Freeport-McMoRan Copper & Gold, Inc., Halliburton Company,
Schlumberger Limited and Exxon Mobil
Corporation
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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.
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JPMORGAN
CHASE & CO.
(Registrant)
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By:
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/s/
Neila B. Radin
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Name:
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Neila
B. Radin
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Title:
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Senior
Vice President
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Dated: May
29, 2008
EXHIBIT
INDEX
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8.1
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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 November 30,
2012
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Upside Auto Callable
Reverse Exchangeable Notes due December 1, 2008 Each Linked to the Common
Stock of a Different Single Reference Stock Issuer
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to 10.0% (equivalent to
20.0% per annum) Reverse Exchangeable Notes due December 1, 2008 Linked to
the Least Performing Common Stock of Apple Inc., Google Inc., Microsoft
Corporation and QUALCOMM Incorporated
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Floating Rate Notes
Linked to the Consumer Price Index due May 30, 2013
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8.5
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Tax Opinion of
Davis Polk & Wardwell relating to Return Notes Linked to the JPMorgan
Core Commodity Investable Global Asset Rotator Long-Short Index due May
31, 2011
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to 9.50% (equivalent to
19.00% per annum) Reverse Exchangeable Notes due December 2, 2008 Linked
to the Least Performing Common Stock of Peabody Energy Corporation ,
Freeport-McMoRan Copper & Gold, Inc., Halliburton Company,
Schlumberger Limited and Exxon Mobil
Corporation
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4
Exhibit
8.1
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. 1280 dated May 27, 2008 relating to Principal Protected Dual
Directional Notes Linked to a Weighted Basket Consisting of Three Commodities
and Three Commodity Indices due November 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Exhibit
8.2
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. 1281 dated May 27, 2008 relating to Upside Auto Callable Reverse
Exchangeable Notes due December 1, 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Exhibit
8.3
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. 1282 dated May 27, 2008 relating to 10.0% (equivalent to 20.0%
per annum) Reverse Exchangeable Notes due December 1, 2008 Linked to the Least
Performing Common Stock of Apple Inc., Google Inc., Microsoft Corporation and
QUALCOMM Incorporated (the “Pricing Supplement”) to product supplement no. 68-I
dated February 7, 2007 relating to Reverse Exchangeable Notes Linked to the
Least Performing Common Stock of Two or More 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 – 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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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. 1305 dated May 27, 2008 relating to Floating Rate Notes Linked to
the Consumer Price Index due May 30, 2013 (the “Pricing Supplement”) to product
supplement no. 3-II dated February 13, 2006 relating to Floating Rate Notes
Linked to the Consumer Price 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 – 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 – 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/
Davis Polk & Wardwell
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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. 1306 dated May 27, 2008 relating to Return Notes Linked to the
JPMorgan Core Commodity Investable Global Asset Rotator Long-Short Index due May
31, 2011 (the “Pricing Supplement”) to product supplement no. 138-I dated May
22, 2008 relating to Return Notes Linked to the JPMorgan Core Commodity
Investable Global Asset Rotator Long-Short 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 – 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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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. 1308 dated May 28, 2008 relating to 9.50%
(equivalent to 19.00% per annum) Reverse Exchangeable Notes due December 2, 2008
Linked to the Least Performing Common Stock of Peabody Energy Corporation,
Freeport-McMoRan Copper & Gold, Inc., Halliburton Company, Schlumberger
Limited and Exxon Mobil Corporation (the “Pricing Supplement”) to product
supplement no. 68-I dated February 7, 2007 relating to Reverse Exchangeable
Notes Linked to the Least Performing Common Stock of Two or More 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 – 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.
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Very truly
yours,
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/s/ Davis Polk &
Wardwell
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