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): November 16,
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 Notes Linked to a
Weighted Basket of Three Buffered Return Enhanced Components,
Consisting
of the Dow Jones EURO STOXX 50® Index, the FTSE™
100 Index and the Nikkei 225 Index due November 28,
2008
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes
Linked to the Nikkei 225 Index due November 30, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Dow Jones — AIG Commodity IndexSM
due May 21,
2013
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8.4
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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 May 21, 2009
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to a Basket Consisting of the Dow Jones EURO STOXX 50®
Index, the
Nikkei 225 Index and the S&P 500®
Index due May
21, 2013
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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 Dow Jones EURO STOXX 50®
Index and the
Nikkei 225 Index due November 21, 2012
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 9.75% (equivalent to
39.00% per annum) Reverse Exchangeable Notes due February 22,
2008 Linked
to the Least Performing Common Stock in the Dow Jones Industrial
AverageSM
(not including the common stock of JPMorgan Chase &
Co.)
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to 7.00% (equivalent to
14.00% per annum) Reverse Exchangeable Notes due May 21, 2008
Linked to
the iShares® FTSE/Xinhua
China 25
Index Fund
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8.9
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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 and the
MSCI EAFE®
Index due December 1, 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:
November 20, 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 Notes Linked to a
Weighted Basket of Three Buffered Return Enhanced Components, Consisting
of the Dow Jones EURO STOXX 50®
Index, the
FTSE™ 100 Index and the Nikkei 225 Index due November 28,
2008
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes
Linked to the Nikkei 225 Index due November 30, 2010
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to the Dow Jones — AIG Commodity IndexSM
due May 21,
2013
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8.4
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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 May 21, 2009
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Notes
Linked to a Basket Consisting of the Dow Jones EURO STOXX 50®
Index, the
Nikkei 225 Index and the S&P 500®
Index due May
21, 2013
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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 Dow Jones EURO STOXX 50®
Index and the
Nikkei 225 Index due November 21, 2012
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|
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to 9.75% (equivalent to
39.00% per annum) Reverse Exchangeable Notes due February 22, 2008
Linked
to the Least Performing Common Stock in the Dow Jones Industrial
AverageSM
(not including the common stock of JPMorgan Chase &
Co.)
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|
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to 7.00% (equivalent to
14.00% per annum) Reverse Exchangeable Notes due May 21, 2008 Linked
to
the iShares® FTSE/Xinhua
China 25
Index Fund
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|
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8.9
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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 and the
MSCI EAFE®
Index due December 1, 2008
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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November
20, 2007
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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. 826 dated November 16,
2007
relating to Notes Linked to
a Weighted Basket of Three Buffered Return Enhanced Components,
Consisting of the Dow Jones
EURO STOXX 50®
Index, the FTSE™ 100 Index and the
Nikkei 225 Index due November 28, 2008 (the “Pricing Supplement”) to product
supplement no. 103-I dated October 19, 2007 relating to Notes Linked to
a Basket of Return
Enhanced Components (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
|
November
20, 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. 827 dated November 16, 2007 relating to Annual Review
Notes Linked to
the Nikkei 225 Index due November 30, 2010 (the “Pricing Supplement”) to
product supplement no. 21-I dated March 21, 2006 relating to Review
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.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
20, 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. 828 dated November 16, 2007 relating to Principal Protected
Notes
Linked to the Dow Jones — AIG Commodity IndexSM
due May 21, 2013
(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
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
20, 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. 829 dated November 16, 2007 relating to Principal Protected
Notes
Linked to the Performance of a Weighted Basket of Four Currencies Relative
to
the U.S. Dollar due May 21, 2009 (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
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
20, 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. 830 dated November 16, 2007 relating to Principal Protected
Notes
Linked to a Basket Consisting of the Dow Jones EURO STOXX 50®
Index, the Nikkei
225 Index and the S&P 500®
Index due May 21,
2013 (the “Pricing
Supplement”) to product supplement
no. 32-VII dated June 29, 2007 relating to Principal Protected Notes
Linked to a Weighted Basket Consisting of the AMEX Hong Kong 30 Index,
the Dow
Jones EURO STOXX 50®
Index, the FTSETM
100 Index, the
FTSE/Xinhua China 25 Index, the Korea Stock Price Index 200, the MSCI
EAFE®
Index, the
iShares®
MSCI
Emerging Markets Index Fund, the MSCI Taiwan Index, the MSCI Singapore
Index,
the Nikkei 225 Index, the Russell 2000®
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 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
|
November
20, 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. 831 dated November 16, 2007 relating to Principal Protected
Notes
Linked to a Basket Consisting of the Dow Jones EURO
STOXX
50®
Index and
the Nikkei 225 Index due November 21, 2012 (the “Pricing Supplement”) to product
supplement no. 32-VII dated June
29, 2007 relating to Principal Protected Notes Linked to a Weighted
Basket Consisting of the AMEX Hong Kong 30 Index, the Dow Jones EURO
STOXX
50®
Index, the
FTSETM
100
Index, the FTSE/Xinhua China 25 Index, the Korea Stock Price Index
200, the MSCI
EAFE®
Index, the
iShares®
MSCI
Emerging Markets Index Fund, the MSCI Taiwan Index, the MSCI Singapore
Index,
the Nikkei 225 Index, the Russell 2000®
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 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
|
November
20, 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. 832 dated November 16, 2007 relating to 9.75% (equivalent
to
39.00% per annum) Reverse Exchangeable Notes due February 22, 2008
Linked to the
Least Performing Common Stock in the Dow Jones Industrial AverageSM
(not including the
common stock of JPMorgan Chase & Co.) (the “Pricing Supplement”) to product
supplement no. 37-V dated May 15, 2007 relating to Reverse Exchangeable
Notes
Linked to the Least Performing Common Stock in the Dow Jones Industrial
AverageSM
(not
including the common stock of JPMorgan Chase & Co.) (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
|
November
20, 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. 833 dated November 16, 2007 relating to 7.00% (equivalent
to
14.00% per annum) Reverse Exchangeable Notes due May 21, 2008 Linked
to the
iShares® FTSE/Xinhua
China 25 Index
Fund (the “Pricing Supplement”) to product supplement no. 72-II dated October
25, 2007 relating to Reverse Exchangeable Notes Linked to the iShares®
FTSE/Xinhua China 25
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 – 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
|
November
20, 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. 834 dated November 16, 2007 relating to Buffered Return
Enhanced
Notes Linked to a Weighted Basket Consisting of the S&P 500®
Index and the MSCI
EAFE®
Index due
December 1, 2008 (the “Pricing Supplement”) to product supplement no. 39-VI
dated November 7, 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, the
NASDAQ-100 Index®,
the Russell
1000®
Growth
Index, the Russell 1000®
Value Index, the
Russell 2000®
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
|