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): August 28,
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)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
9.01. Financial Statements and Exhibits
(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 Least Performing Index
Annual Review Notes Linked to the S&P 500®
Index, the Dow Jones EURO STOXX 50®
Index and the Nikkei 225 Index due September 10, 2010
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to an Equally Weighted Basket Consisting of the Dow
Jones
EURO STOXX 50®
Index, the Nikkei 225 Index and S&P 500®
Index due August 31, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to an Equally Weighted Basket Consisting of the Dow
Jones
EURO STOXX 50®
Index, the Nikkei 225 Index and S&P 500®
Index due August 31, 2010
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Dow Jones Global Titans 50 IndexSM
due August
21, 2008
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to a Weighted Basket Consisting of the S&P 500®
Index, the MSCI EAFE®
Index and the iShares®
MSCI Emerging Markets Index Fund due August 31,
2011
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Return Notes Linked to
the JPMorgan Commodity Investable Global Asset Rotator Excess Return
due
August 31, 2009
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 19.60% Contingent
Protection Notes Linked to the S&P GSCI™
Natural Gas
Index Excess Return due August 29, 2008
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due August 29, 2008 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 Reverse Exchangeable
Notes due November 30, 2007 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.10
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due February 29, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.11
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due February 29, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.12
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due August 29, 2008 Each Linked to the Common Stock of a
Different
Single Reference Stock Issuer
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8.13
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due August 29, 2008 Each Linked to the Common Stock of a
Different
Single Reference Stock Issuer
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8.14
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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 September 30, 2008
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8.15
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the S&P 500®
Index due
September 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:
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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: August
30, 2007
3
EXHIBIT
INDEX
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Exhibit
Number
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Description
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8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to Least Performing Index
Annual Review Notes Linked to the S&P 500®
Index, the Dow Jones EURO STOXX 50®
Index and the Nikkei 225 Index due September 10, 2010
|
|
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8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to an Equally Weighted Basket Consisting of the
Dow Jones
EURO STOXX 50®
Index, the Nikkei 225 Index and S&P 500®
Index due August 31, 2010
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|
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8.3
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to an Equally Weighted Basket Consisting of the
Dow Jones
EURO STOXX 50®
Index, the Nikkei 225 Index and S&P 500®
Index due August 31, 2010
|
|
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8.4
|
Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Dow Jones Global Titans 50 IndexSM
due August
21, 2008
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|
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8.5
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to a Weighted Basket Consisting of the S&P 500®
Index, the MSCI EAFE®
Index and the iShares®
MSCI Emerging Markets Index Fund due August 31,
2011
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|
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Return Notes Linked to
the JPMorgan Commodity Investable Global Asset Rotator Excess
Return due
August 31, 2009
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|
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 19.60% Contingent
Protection Notes Linked to the S&P GSCI™
Natural Gas
Index Excess Return due August 29, 2008
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|
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due August 29, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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|
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due November 30, 2007 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.10
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due February 29, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.11
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due February 29, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.12
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due August 29, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.13
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due August 29, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.14
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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 September 30, 2008
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8.15
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the S&P 500®
Index due
September 30, 2008
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 644 dated August 28, 2007 relating to Least
Performing Index
Annual Review Notes Linked to the S&P 500®
Index, the Dow Jones
EURO STOXX 50®
Index and the Nikkei 225 Index due September 10, 2010 (the “Pricing
Supplement”) to product
supplement no. 95-I dated August 27, 2007 relating to Least Performing
Index Review Notes Linked to the S&P 500®
Index, the Dow Jones
EURO STOXX 50®
Index and the Nikkei 225 Index (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants,
Series E and
Global Units, Series E, relating to a prospectus dated
December 1, 2005 (the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of
the Securities Act of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax
considerations
applicable generally to holders of the securities offered
pursuant to the
Pricing Supplement as a result of the ownership and disposition
of such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and
to the references to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital
Gains Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the Act.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Exhibit
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 645 dated August 28, 2007 relating to
Buffered Return Enhanced
Notes Linked to an Equally Weighted Basket Consisting
of the Dow Jones EURO
STOXX 50®
Index,
the Nikkei 225 Index and S&P 500®
Index due August 31,
2010 (the “Pricing
Supplement”) to
product supplement no. 54-IV dated May 4, 2007 relating
to Return
Enhanced Notes Linked to a
Weighted Basket Consisting of the AMEX Hong Kong 30 Index,
the CECEEUR Index,
the Dow Jones EURO STOXX 50®
Index, the Dow Jones U.S. Real Estate
Index, the FTSE™ 100 Index, the FTSE/Xinhua China 25 Index, the Korea
Stock
Price Index 200, the Kuala Lumpur Composite Index, the
MSCI Singapore Index, the
MSCI Taiwan Index, the Nikkei 225 Index, the Russell
2000®
Index, the Russian Depositary Receipts
Index, the S&P 500®
Index, the S&P BRIC 40 Index, the
Goldman Sachs Commodity Index®
Excess Return, the iShares®
MSCI Brazil Index Fund and the
iShares®
MSCI Emerging Markets Index
Fund
(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
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 646 dated August 28, 2007 relating to Buffered
Return Enhanced
Notes Linked to an Equally Weighted Basket Consisting of
the Dow Jones EURO
STOXX 50®
Index,
the Nikkei 225 Index and S&P 500®
Index due August 31,
2010 (the “Pricing
Supplement”) to
product supplement no. 54-IV dated May 4, 2007 relating
to Return
Enhanced Notes Linked to a
Weighted Basket Consisting of the AMEX Hong Kong 30 Index,
the CECEEUR Index,
the Dow Jones EURO STOXX 50®
Index, the Dow Jones U.S. Real Estate
Index, the FTSE™ 100 Index, the FTSE/Xinhua China 25 Index, the Korea Stock
Price Index 200, the Kuala Lumpur Composite Index, the
MSCI Singapore Index, the
MSCI Taiwan Index, the Nikkei 225 Index, the Russell 2000®
Index, the Russian Depositary Receipts
Index, the S&P 500®
Index, the S&P BRIC 40 Index, the
Goldman Sachs Commodity Index®
Excess Return, the iShares®
MSCI Brazil Index Fund and the
iShares®
MSCI Emerging Markets Index
Fund
(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
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 647 dated August 28, 2007 relating to
Principal Protected Notes
Linked to the Dow Jones Global Titans 50 IndexSM
due August 21, 2008
(the “Pricing Supplement”) to product supplement no. 80-I dated June 1, 2007
relating to Principal Protected Notes Linked to the Dow
Jones Global Titans 50
IndexSM
(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
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 648 dated August 28, 2007 relating to Buffered
Return Enhanced
Notes Linked to a Weighted Basket Consisting of the S&P 500®
Index, the MSCI
EAFE®
Index and
the iShares®
MSCI Emerging Markets Index Fund due August 31, 2011 (the “Pricing
Supplement”) to product
supplement no. 39-III dated July 25, 2007 relating to Return Enhanced
Notes Linked to a Weighted Basket Consisting of the S&P 500®
Index, the Nikkei
225 Index, the Dow Jones EURO STOXX 50® Index,
the
FTSE™ 100 Index, the MSCI EAFE®
Index and the
iShares®
MSCI
Emerging Markets Index Fund (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
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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 no. 649 dated August 28, 2007 relating to Return
Notes Linked to the
JPMorgan Commodity Investable Global Asset Rotator Excess
Return due August 31,
2009 (the
“Pricing
Supplement”) to product supplement no. 90-I dated July 26, 2007 relating
to
Return Notes Linked to the JPMorgan Commodity Investable
Global Asset Rotator
Excess Return (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
8.7
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 650 dated August 28, 2007 relating to 19.60%
Contingent
Protection Notes Linked to the S&P GSCI™
Natural Gas Index
Excess Return due August 29, 2008 (the “Pricing Supplement”) to product
supplement no. 91-I dated August 3, 2007 relating to Contingent
Protection Notes
Linked to the S&P GSCI™ Natural Gas
Index Excess Return (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
|
August 30,
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. 651 dated August 28, 2007 relating to
Reverse Exchangeable Notes
due August 29, 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
8.9
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 652 dated August 28, 2007 relating to
Reverse Exchangeable Notes
due November 30, 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
8.10
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 653 dated August 28, 2007 relating to Reverse
Exchangeable Notes
due February 29, 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
8.11
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 654 dated August 28, 2007 relating to Reverse
Exchangeable Notes
due February 29, 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
8.12
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 655 dated August 28, 2007 relating to Reverse
Exchangeable Notes
due August 29, 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
8.13
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 656 dated August 28, 2007 relating to
Reverse Exchangeable Notes
due August 29, 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
8.14
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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. 657 dated August 28, 2007 relating to Lesser
Index Return
Enhanced Notes Linked to the TOPIX®
Index and the Nikkei
225 Index due September 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
8.15
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 30,
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 no. 658 dated August 28, 2007 relating to Return
Enhanced Notes Linked
to the S&P 500®
Index due September
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.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|