efc8-0863_8k.htm
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 14,
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
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
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Tax
Opinion of Sidley Austin llp
relating to $1,357,000 Principal Protected Notes Linked to a Weighted
Basket Consisting of the Dow Jones — AIG Commodity IndexSM and
the S&P GSCITM Precious
Metals Index Excess Return due May 17,
2013
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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/ Anthony J.
Horan |
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Name:
Anthony
J. Horan |
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Title:
Corporate
Secretary |
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Dated:
May 15, 2008
EXHIBIT
INDEX
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8.1
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Tax
Opinion of Sidley Austin llp
relating to $1,357,000 Principal Protected Notes Linked to a Weighted
Basket Consisting of the Dow Jones — AIG Commodity IndexSM and
the S&P GSCITM Precious
Metals Index Excess Return due May 17,
2013
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4
efc8-0863_ex81.htm
Exhibit
8.1
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. 1256 dated May 14, 2008 relating to Principal Protected Notes
Linked to a Weighted Basket Consisting of the Dow Jones — AIG Commodity
IndexSM and the
S&P GSCITM
Precious Metals Index Excess Return due May 17, 2013 (the “Pricing Supplement”)
to product supplement no. 32-X dated April 18, 2008 relating to Principal
Protected Notes Linked to a Weighted Basket Consisting of the AMEX Hong Kong 30
Index, the Dow Jones EURO STOXX 50® Index, the Dow Jones —
AIG Commodity IndexSM, the S&P GSCI™
Excess Return Index, the S&P GSCI™ Agriculture Index Excess Return, the
S&P GSCI™ Energy Index Excess Return, the S&P GSCI™ Industrial Metals
Index Excess Return, the S&P GSCI™ Livestock Index Excess Return, the
S&P GSCI™ Precious Metals Index Excess Return, the FTSETM 100 Index, the
FTSE/Xinhua China 25 Index, the Korea Stock Price Index 200, the MSCI EAFE® Index, the iShares® MSCI Emerging Markets
Index Fund, the MSCI Taiwan Index, the MSCI Singapore Index, the Nikkei 225
Index, the Russell 2000® Index, the Russell
3000® Index and the
S&P 500® 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 – 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 “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/
Sidley Austin LLP
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