efc8-0664_emailform8k.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): March 26,
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 Sidley Austin llp
relating to $3,669,000 Buffered
Return Enhanced Notes Linked to the S&P 500® Index due September 30,
2009
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8.2
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Tax
Opinion of Sidley Austin llp
relating to $490,000 Buffered Return Enhanced Notes Linked to the S&P
500® Index due September 30, 2009
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8.3
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Tax
Opinion of Sidley Austin llp
relating to $1,751,000 Buffered
Return Enhanced Notes Linked to the S&P 500® Index due September 30,
2009
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8.4
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Tax
Opinion of Sidley Austin llp
relating to $2,665,000
Buffered Return Enhanced Notes Linked to the MSCI EAFE® Index due
September 30, 2009
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8.5
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Tax
Opinion of Sidley Austin llp
relating to $26,000
Buffered Return Enhanced Notes Linked to the MSCI EAFE® Index due
September 30, 2009
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8.6
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Tax
Opinion of Sidley Austin llp
relating to $3,913,000
Principal Protected Dual Directional Knock-Out Notes Linked to the S&P
500® Index and the Russell 2000® Index due June 30,
2009
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8.7
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Tax
Opinion of Sidley Austin llp
relating to $100,000
Buffered Return Enhanced Notes Linked to the Russell 2000® Index due
September 30, 2009
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8.8
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Tax
Opinion of Sidley Austin llp
relating to $3,925,000
Contingent Interest 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 March 31,
2011
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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:
Neila
B. Radin |
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Title:
Senior
Vice President |
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Dated:
March 28, 2008
EXHIBIT
INDEX
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8.1
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Tax
Opinion of Sidley Austin llp
relating to $3,669,000 Buffered
Return Enhanced Notes Linked to the S&P 500® Index due September 30,
2009
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8.2
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Tax
Opinion of Sidley Austin llp
relating to $490,000 Buffered Return Enhanced Notes Linked to the S&P
500® Index due September 30, 2009
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8.3
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Tax
Opinion of Sidley Austin llp
relating to $1,751,000 Buffered
Return Enhanced Notes Linked to the S&P 500® Index due September 30,
2009
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8.4
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Tax
Opinion of Sidley Austin llp
relating to $2,665,000
Buffered Return Enhanced Notes Linked to the MSCI EAFE® Index due
September 30, 2009
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8.5
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Tax
Opinion of Sidley Austin llp
relating to $26,000
Buffered Return Enhanced Notes Linked to the MSCI EAFE® Index due
September 30, 2009
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8.6
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Tax
Opinion of Sidley Austin llp
relating to $3,913,000
Principal Protected Dual Directional Knock-Out Notes Linked to the S&P
500® Index and the Russell 2000® Index due June 30,
2009
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8.7
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Tax
Opinion of Sidley Austin llp
relating to $100,000
Buffered Return Enhanced Notes Linked to the Russell 2000® Index due
September 30, 2009
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8.8
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Tax
Opinion of Sidley Austin llp
relating to $3,925,000
Contingent Interest 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 March 31,
2011
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4
efc8-0664_ex81.htm
![](https://cdn.kscope.io/2a4be17902d2bd40c43220f0211cce41-sidleylogo2.jpg)
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. 1135 dated March 26, 2008 relating to Buffered Return Enhanced
Notes Linked to the S&P 500® Index due September 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 “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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efc8-0664_ex82.htm
![](https://cdn.kscope.io/2a4be17902d2bd40c43220f0211cce41-sidleylogo2.jpg)
Exhibit
8.2
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. 1136 dated March 26, 2008 relating to Buffered Return Enhanced
Notes Linked to the S&P 500® Index due September 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 “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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efc8-0664_ex83.htm
Exhibit
8.3
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. 1137 dated March 26, 2008 relating to Buffered Return Enhanced
Notes Linked to the S&P 500® Index due September 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 “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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efc8-0664_ex84.htm
Exhibit
8.4
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. 1138 dated March 26, 2008 relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE® Index due September 30, 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 “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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efc8-0664_ex85.htm
Exhibit
8.5
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. 1140 dated March 26, 2008 relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE® Index due September 30, 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 “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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efc8-0664_ex86.htm
Exhibit
8.6
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. 1139 dated March 26, 2008 relating to Principal
Protected Dual Directional Knock-Out Notes Linked to the S&P 500® Index and
the Russell 2000® Index due June 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 “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.
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Very
truly yours,
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/s/
Sidley Austin LLP
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efc8-0664_ex87.htm
Exhibit
8.7
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. 1111 dated March 26, 2008 relating to Buffered Return Enhanced
Notes Linked to the Russell 2000® Index
due September 30, 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 “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/
Sidley Austin LLP
|
efc8-0664_ex88.htm
Exhibit
8.8
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. 1141 dated March 26, 2008 relating to Contingent Interest 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 March 31, 2011 (the “Pricing Supplement”) to product supplement no. 105-I
dated November 6, 2007 relating to Contingent Interest 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 “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/
Sidley Austin LLP
|