SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date
of report (Date of earliest event reported): July 13,
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.
8.1
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Annual Review Notes Linked to
the
S&P 500®
Index and the Nikkei 225 Index
due July 23, 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 the
Nikkei
225 Index due July 23, 2008
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Return Enhanced Notes Linked to a Weighted
Basket
Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX
50®
Index and the iShares®
MSCI Emerging Markets Index
Fund due August
18,
2008
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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JPMORGAN
CHASE & CO.
(Registrant)
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By:
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Name:
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Title:
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Dated:
July 17, 2007
EXHIBIT
INDEX
8.1
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Annual Review Notes Linked
to the
S&P 500®
Index and the Nikkei 225 Index
due July 23, 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 the Nikkei
225 Index due July 23, 2008
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Return Enhanced Notes Linked to a Weighted
Basket
Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX
50®
Index and the iShares®
MSCI Emerging Markets Index
Fund due
August 18,
2008
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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. 539 dated July 13, 2007 relating to Lesser Index Annual
Review Notes
Linked to the S&P 500®
Index and the Nikkei 225 Index due July
23, 2010 (the “Pricing Supplement”) to product supplement no. 27-I dated March
23, 2006 relating to Lesser Index Review Notes Linked to the S&P
500® 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.
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Very
truly yours, |
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/s/
Davis Polk & Wardwell |
Exhibit
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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. 540 dated July 13, 2007 relating to Buffered Return Enhanced
Notes Linked
to the Nikkei 225 Index due July 23, 2008 (the “Pricing Supplement”) to
product supplement no. 10-II dated March 20, 2006 relating to Return
Enhanced
Notes Linked to 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.
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Very
truly yours, |
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/s/
Davis Polk & Wardwell |
Exhibit
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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. 541 dated July 13, 2007 relating to Return Enhanced Notes
Linked to a
Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO
STOXX
50®
Index and the iShares®
MSCI Emerging Markets Index
Fund due August 18,
2008
(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.
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Very
truly yours, |
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/s/
Davis Polk & Wardwell |