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): February 22,
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):
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o
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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.
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Russell 2000®
Index due
March 6, 2009
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes
Linked to the S&P 500®
Index due
March 8, 2011
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to 11.95% Reverse
Exchangeable Notes due February 27, 2009 Linked to the Least Performing
Common Stock of Medtronic, Inc. and Boston Scientific
Corporation
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes due
February 25, 2011 Linked to the Common Stock of a Single Reference
Stock
Issuer
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to 11.50% (equivalent to 23%
per annum) Upside Auto Callable Reverse Exchangeable Notes due
August 27,
2008 Linked to the Common Stock of Research In Motion
Limited
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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) Upside Auto Callable Reverse Exchangeable Notes
due
August 28, 2008 Linked to the Common Stock of Freeport-McMoRan
Copper
& Gold Inc.
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 10.375% (equivalent to
20.75% per annum) Reverse Exchangeable Notes due August 28, 2008
Linked to
the Common Stock of Garmin Ltd.
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to 10.00% (equivalent to
20.00% per annum) Reverse Exchangeable Notes due August 29, 2008
Linked to
the Least Performing Common Stock of Bank of America Corporation,
Citigroup Inc., The Goldman Sachs Group, Inc. and Merrill Lynch
& Co.,
Inc.
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
April 30, 2009
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8.10
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Tax
Opinion of Davis Polk & Wardwell relating to 2.625% (equivalent to
10.50% per annum) Reverse Exchangeable Notes due May 30, 2008 Linked
to
the Common Stock of Hewlett-Packard
Company
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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.
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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:
February 26, 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 Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Russell 2000®
Index due
March 6, 2009
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|
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes
Linked to the S&P 500®
Index due
March 8, 2011
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|
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to 11.95% Reverse
Exchangeable Notes due February 27, 2009 Linked to the Least Performing
Common Stock of Medtronic, Inc. and Boston Scientific
Corporation
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|
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes due
February 25, 2011 Linked to the Common Stock of a Single Reference
Stock
Issuer
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to 11.50% (equivalent to 23%
per annum) Upside Auto Callable Reverse Exchangeable Notes due August
27,
2008 Linked to the Common Stock of Research In Motion
Limited
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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) Upside Auto Callable Reverse Exchangeable Notes
due
August 28, 2008 Linked to the Common Stock of Freeport-McMoRan Copper
& Gold Inc.
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|
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 10.375% (equivalent to
20.75% per annum) Reverse Exchangeable Notes due August 28, 2008
Linked to
the Common Stock of Garmin Ltd.
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|
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to 10.00% (equivalent to
20.00% per annum) Reverse Exchangeable Notes due August 29, 2008
Linked to
the Least Performing Common Stock of Bank of America Corporation,
Citigroup Inc., The Goldman Sachs Group, Inc. and Merrill Lynch & Co.,
Inc.
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
April 30, 2009
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8.10
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Tax
Opinion of Davis Polk & Wardwell relating to 2.625% (equivalent to
10.50% per annum) Reverse Exchangeable Notes due May 30, 2008 Linked
to
the Common Stock of Hewlett-Packard
Company
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
26, 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 a pricing
supplement no. 1024 dated February 22, 2008 relating to Buffered Return
Enhanced
Notes Linked to the Russell 2000® Index
due March 6,
2009 (the “Pricing
Supplement”) to product supplement no. 7-I dated December 30, 2005 relating to
Return Enhanced Notes Linked to the Russell 2000® 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.
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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
|
February
26, 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. 1025 dated February 22, 2008 relating to Annual Review Notes
Linked to
the S&P 500®
Index due March 8, 2011 (the
“Pricing Supplement”) to product supplement
no. 20-I dated March 21, 2006
relating to Review 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.
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Very
truly yours,
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|
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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
|
February
26, 2008
|
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. 1026 dated February 22, 2008 relating to 11.95% Reverse
Exchangeable Notes due February 27, 2009 Linked to the Least Performing
Common
Stock of Medtronic, Inc. and Boston Scientific 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.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
26, 2008
|
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. 1027 dated February 22, 2008 relating to Annual Review
Notes due
February 25, 2011 Linked to the Common Stock of a Single Reference
Stock Issuer
(the “Pricing Supplement”)
to product supplement no. 111-I dated January 17, 2008 relating to
Review 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 – 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
|
February
26, 2008
|
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. 1028 dated February 22, 2008 relating to 11.50% (equivalent
to
23% per annum) Upside Auto Callable Reverse Exchangeable Notes due
August 27,
2008 Linked to the Common Stock of Research In Motion Limited (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
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
26, 2008
|
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. 1029 dated February 22, 2008 relating to 9.50% (equivalent
to
19.00% per annum) Upside Auto Callable Reverse Exchangeable Notes
due August 28,
2008 Linked to the Common Stock of Freeport-McMoRan Copper & Gold Inc. (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
8.7
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
26, 2008
|
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. 1030 dated February 25, 2008 relating to 10.375%
(equivalent to
20.75% per annum) Reverse Exchangeable Notes due August 28, 2008
Linked to the
Common Stock of Garmin Ltd. (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
8.8
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
26, 2008
|
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. 1031 dated February 25, 2008 relating to 10.00%
(equivalent to
20.00% per annum) Reverse Exchangeable Notes due August 29, 2008
Linked to the
Least Performing Common Stock of Bank of America Corporation, Citigroup
Inc.,
The Goldman Sachs Group, Inc. and Merrill Lynch & Co., Inc. (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.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.9
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
26, 2008
|
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. 1032 dated February 25, 2008 relating to Buffered
Return Enhanced
Notes Linked to the S&P 500®
Index due April 30,
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
8.10
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
February
26, 2008
|
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. 1033 dated February 25, 2008 relating to 2.625%
(equivalent to
10.50% per annum) Reverse Exchangeable Notes due May 30, 2008 Linked
to the
Common Stock of Hewlett-Packard Company (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
|