UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of report (Date of earliest event reported): April 24,
2007
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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)
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| o |
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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| o |
Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17
CFR
240.14d-2(b))
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| o |
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 Lesser
Index Principal Protected Notes Linked to the Nikkei 225 Index and
the Dow
Jones EURO STOXX 50®
Index due April 11, 2008
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Lesser Index Return
Enhanced Notes Linked to the TOPIX®
Index and the Nikkei 225 Index due April 30, 2008
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due April 28, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due
April 28, 2008 Each Linked to the Common Stock of a Different Single
Reference
Stock Issuer
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8.5
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due October 26, 2007 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due July 27, 2007 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
|
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 13.50% Reverse
Exchangeable Notes due April 28, 2008 Linked to the Common Stock
of
JetBlue Airways Corporation
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due October 26, 2007 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to Return
Enhanced Notes Linked to the S&P 500®
Index due May 30, 2008
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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: | /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:
April 26, 2007
3
EXHIBIT
INDEX
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Exhibit
Number
|
Description
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|
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8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to Lesser
Index Principal Protected Notes Linked to the Nikkei 225 Index and
the Dow
Jones EURO STOXX 50®
Index due April 11, 2008
|
|
|
8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to Lesser Index Return
Enhanced Notes Linked to the TOPIX®
Index and the Nikkei 225 Index due April 30, 2008
|
|
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8.3
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due April 28, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
|
|
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8.4
|
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due April 28, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer | |
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8.5
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due October 26, 2007 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
|
|
|
8.6
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due July 27, 2007 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
|
|
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8.7
|
Tax
Opinion of Davis Polk & Wardwell relating to 13.50% Reverse
Exchangeable Notes due April 28, 2008 Linked to the Common Stock
of
JetBlue Airways Corporation
|
|
|
8.8
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due October 26, 2007 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
|
|
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8.9
|
Tax
Opinion of Davis Polk & Wardwell relating to Return
Enhanced Notes Linked to the S&P 500®
Index due May 30, 2008
|
4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
26, 2007
|
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 dated April
24,
2007 relating to Lesser
Index Principal Protected Notes Linked to the Nikkei 225 Index and the Dow
Jones
EURO STOXX 50®
Index due
April 11, 2008 (the “Pricing Supplement”) to product supplement no. 17-III dated
January 11, 2007 relating to Lesser Index Principal Protected Notes Linked
to
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 –
Taxed as
Short-Term 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
Short-Term Debt Instruments” 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
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
26, 2007
|
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 dated April 24, 2007 relating
to
Lesser Index Return Enhanced Notes Linked to the TOPIX®
Index and
the Nikkei 225 Index due April 30, 2008 (the “Pricing Supplement”) to product
supplement no. 40-I dated August 29, 2006 relating to Lesser Index Return
Enhanced Notes Linked to the TOPIX®
Index and
the Nikkei 225 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
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
26, 2007
|
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.
409-A dated April 24, 2007 relating to
Reverse Exchangeable Notes due April 28, 2008 Each Linked to the Common
Stock of
a Different Single Reference Stock Issuer (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
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| April 26, 2007 |
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. 409-B dated April 24, 2007
relating to Reverse Exchangeable Notes due April 28, 2008 Each Linked to the
Common Stock of a Different Single Reference Stock Issuer (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
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
26, 2007
|
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. 410 dated April 24, 2007
relating to Reverse Exchangeable Notes due October 26, 2007 Each Linked to
the
Common Stock of a Different Single Reference Stock Issuer (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
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
26, 2007
|
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 dated April 24, 2007 relating
to
Reverse Exchangeable Notes due July 27, 2007 Each Linked to the Common Stock
of
a Different Single Reference Stock Issuer (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
8.7
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
26, 2007
|
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 dated April 24, 2007 relating
to
13.50% Reverse Exchangeable Notes due April 28, 2008 Linked to the Common Stock
of JetBlue Airways Corporation (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
|
April
26, 2007
|
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. 413 dated April 24, 2007
relating to Reverse Exchangeable Notes due October 26, 2007 Each Linked to
the
Common Stock of a Different Single Reference Stock Issuer (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
8.9
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
26, 2007
|
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 dated April 25, 2007
relating
to
Return
Enhanced Notes Linked to the S&P 500®
Index due
May 30, 2008 (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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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