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 25,
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 Return Enhanced Notes
Linked to the S&P 500®
Index due May 30, 2008
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to a Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due April 30, 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 a Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due April 30, 2010
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to a Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due April 30, 2010
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the S&P 500®
Index due October 31, 2014
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to a Basket Consisting of the Nikkei 225 Index and the Dow
Jones
EURO STOXX 50®
Index due October 29, 2010
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Dow Jones — AIG Commodity IndexSM
due
April 30, 2012
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Performance of a Weighted Basket of Four Currencies
Relative
to the U.S. Dollar due October 31, 2008
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Performance of a Weighted Basket of Four Currencies
Relative
to the U.S. Dollar due October 31, 2008
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8.10
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Dow Jones — AIG Commodity IndexSM
due
April 30, 2009
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8.11
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Tax
Opinion of Davis Polk & Wardwell relating to
11.00% Reverse Exchangeable Notes due April 30, 2008 Linked to the
Common
Stock of NYSE Euronext
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8.12
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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 S&P 500®
Index due April 21, 2008
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8.13
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Tax
Opinion of Davis Polk & Wardwell relating to 8.75%
Reverse Exchangeable Notes due April 30, 2008 Linked to American
Depositary Shares Representing the Ordinary Shares of AstraZeneca
PLC
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8.14
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Tax
Opinion of Davis Polk & Wardwell relating to 9.00% (equivalent to
18.00% per annum) Reverse Exchangeable Notes due October 30, 2007
Linked
to the Common Stock of General Motors
Corporation
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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 27, 2007
3
EXHIBIT
INDEX
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Exhibit
Number
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Description
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the S&P 500®
Index due May 30, 2008
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|
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to a Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due April 30, 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 a Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due April 30, 2010
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to a Basket Consisting of the S&P 500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due April 30, 2010
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the S&P 500®
Index due October 31, 2014
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to a Basket Consisting of the Nikkei 225 Index and the Dow
Jones
EURO STOXX 50®
Index due October 29, 2010
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Dow Jones — AIG Commodity IndexSM
due
April 30, 2012
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Performance of a Weighted Basket of Four Currencies
Relative
to the U.S. Dollar due October 31, 2008
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|
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Performance of a Weighted Basket of Four Currencies
Relative
to the U.S. Dollar due October 31, 2008
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8.10
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Dow Jones — AIG Commodity IndexSM
due
April 30, 2009
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8.11
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Tax
Opinion of Davis Polk & Wardwell relating to
11.00% Reverse Exchangeable Notes due April 30, 2008 Linked to the
Common
Stock of NYSE Euronext
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8.12
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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 S&P 500®
Index due April 21, 2008
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8.13
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Tax
Opinion of Davis Polk & Wardwell relating to 8.75%
Reverse Exchangeable Notes due April 30, 2008 Linked to American
Depositary Shares Representing the Ordinary Shares of AstraZeneca
PLC
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8.14
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Tax
Opinion of Davis Polk & Wardwell relating to 9.00% (equivalent to
18.00% per annum) Reverse Exchangeable Notes due October 30, 2007
Linked
to the Common Stock of General Motors
Corporation
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
27, 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. 415 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.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
27, 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. 416 dated April 25, 2007
relating
to
Buffered Return Enhanced Notes Linked to a Basket Consisting of the S&P
500®
Index,
the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
April 30, 2010 (the “Pricing Supplement”) to product supplement no. 35-I dated
June 20, 2006 relating to Return
Enhanced 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
(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
27, 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. 417 dated April 25, 2007
relating
to
Buffered Return Enhanced Notes Linked to a Basket Consisting of the S&P
500®
Index,
the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
April 30, 2010 (the “Pricing Supplement”) to product supplement no. 35-I dated
June 20, 2006 relating to Return
Enhanced 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
(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
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
27, 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. 418 dated April 25, 2007
relating
to
Buffered Return Enhanced Notes Linked to a Basket Consisting of the S&P
500®
Index,
the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
April 30, 2010 (the “Pricing Supplement”) to product supplement no. 35-I dated
June 20, 2006 relating to Return
Enhanced 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
(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
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
27, 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. 419 dated April 25, 2007
relating to Principal
Protected Notes Linked to the S&P 500®
Index due
October 31, 2014 (the
“Pricing Supplement”) to product supplement no. 14-II dated December 21, 2006
relating to Principal
Protected Notes Linked to the S&P 500®
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
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 “United States Federal
Taxation” in the Prospectus Supplement, under the heading “Certain U.S. Federal
Income Tax Consequences” in the Product Supplement and under the heading
“Selected Purchase Considerations – Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement.
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
27, 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. 420 dated April 25, 2007
relating to Principal
Protected Notes Linked to a Basket Consisting of the Nikkei 225 Index and the
Dow Jones EURO STOXX 50®
Index due
October 29, 2010 (the
“Pricing Supplement”) to product supplement no. 5-II dated January 31, 2006
relating to Principal Protected Notes Linked to a Basket Consisting of the
Nikkei 225 Index and the Dow Jones EURO STOXX 50®
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 – Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement,
subject
to the conditions and limitations described therein, set forth the material
U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the heading “United States Federal
Taxation” in the Prospectus Supplement, under the heading “Certain U.S. Federal
Income Tax Consequences” in the Product Supplement and under the heading
“Selected Purchase Considerations – Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement.
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
27, 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. 421 dated April 25, 2007
relating to Principal
Protected Notes Linked to the Dow Jones — AIG Commodity IndexSM
due April
30, 2012
(the
“Pricing Supplement”) to product supplement no. 1-IV dated May 4, 2006 relating
to Principal
Protected Notes Linked to the Dow Jones — AIG Commodity IndexSM
(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 – Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement,
subject
to the conditions and limitations described therein, set forth the material
U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the heading “United States Federal
Taxation” in the Prospectus Supplement, under the heading “Certain U.S. Federal
Income Tax Consequences” in the Product Supplement and under the heading
“Selected Purchase Considerations –
Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement.
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
27, 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. 422 dated April 25, 2007
relating to Principal
Protected Notes Linked to the Performance of a Weighted Basket of Four
Currencies Relative to the U.S. Dollar due October 31, 2008
(the
“Pricing Supplement”) to product supplement no. 49-II dated March 7, 2007
relating to Principal Protected Notes Linked to the Performance of a Weighted
Basket of Currencies or Currency Relative to a Reference Currency (the “Product
Supplement”) to a prospectus supplement dated October 12, 2006 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in accordance with
the requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our
opinion, the discussions under the heading “United States Federal Taxation” in
the Prospectus Supplement, under the heading “Certain U.S. Federal Income Tax
Consequences” in the Product Supplement and under the heading “Selected Purchase
Considerations – Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement,
subject
to the conditions and limitations described therein, set forth the material
U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the heading “United States Federal
Taxation” in the Prospectus Supplement, under the heading “Certain U.S. Federal
Income Tax Consequences” in the Product Supplement and under the heading
“Selected Purchase Considerations – Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement.
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
27, 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. 423 dated April 25, 2007
relating to Principal
Protected Notes Linked to the Performance of a Weighted Basket of Four
Currencies Relative to the U.S. Dollar due October 31, 2008
(the
“Pricing Supplement”) to product supplement no. 49-II dated March 7, 2007
relating to Principal Protected Notes Linked to the Performance of a Weighted
Basket of Currencies or Currency Relative to a Reference Currency (the “Product
Supplement”) to a prospectus supplement dated October 12, 2006 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in accordance with
the requirements of Section 601(b)(8) of Regulation S-K of the Securities Act
of
1933, as amended (the “Act”).
In
our
opinion, the discussions under the heading “United States Federal Taxation” in
the Prospectus Supplement, under the heading “Certain U.S. Federal Income Tax
Consequences” in the Product Supplement and under the heading “Selected Purchase
Considerations – Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement,
subject
to the conditions and limitations described therein, set forth the material
U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the heading “United States Federal
Taxation” in the Prospectus Supplement, under the heading “Certain U.S. Federal
Income Tax Consequences” in the Product Supplement and under the heading
“Selected Purchase Considerations – Taxed
as
Contingent Payment Debt Instruments” in the Pricing Supplement.
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
|
April
27, 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. 424 dated April 25, 2007
relating to
Buffered
Return Enhanced Notes Linked to the Dow Jones — AIG Commodity IndexSM
due April
30, 2009 (the “Pricing
Supplement”) to product supplement no. 60-I dated December 20, 2006 relating to
Return Enhanced Notes Linked to the Dow Jones—
AIG
Commodity 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 – 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
8.11
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
27, 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. 425 dated April 25, 2007
relating to 11.00% Reverse Exchangeable Notes due April 30, 2008 Linked to
the
Common Stock of NYSE Euronext (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
|
April
27, 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. 426 dated April 25, 2007
relating to Lesser Index Principal Protected Notes Linked to the Nikkei 225
Index and the S&P 500®
Index due
April 21, 2008 (the “Pricing Supplement”) to product supplement no. 16-III dated
February 9, 2007 relating to Lesser Index Principal Protected Notes Linked
to
Nikkei 225 Index and the S&P 500®
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
8.13
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
April
27, 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. 427 dated April 25, 2007
relating to 8.75%
Reverse Exchangeable Notes due April 30, 2008 Linked to American Depositary
Shares Representing the Ordinary Shares of AstraZeneca PLC
(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
|
April
27, 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. 428 dated April 26, 2007
relating to 9.00%
(equivalent to 18.00% per annum) Reverse Exchangeable Notes due October 30,
2007
Linked to the Common Stock of General Motors 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
|