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): June 26,
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 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 June 30,
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 a Basket
Consisting of the S&P 500®
Index, the Nikkei 225 Index and
the Dow Jones EURO STOXX 50®
Index due June 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 MSCI
EAFE®
Index due June 29,
2012
|
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8.4
|
Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to the
Dow
Jones — AIG Commodity IndexSM
due June 30,
2010
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8.5
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due September 28, 2007 Each Linked to the Common Stock of a
Different Single Reference Stock Issuer
|
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8.6
|
Tax
Opinion of Davis Polk & Wardwell relating to 10.0% (equivalent to
20.0% per annum) Reverse Exchangeable Notes due December 28, 2007
Linked
to American Depositary Shares Representing the Ordinary Shares of
Elan
Corporation, plc
|
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8.7
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due December 28, 2007 Each Linked to the Common Stock of a
Different
Single Reference Stock Issuer
|
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due December 28, 2007 Each Linked to the Common Stock of a
Different
Single Reference Stock Issuer
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8.9
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due June 30, 2008 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 16.10% Reverse Exchangeable
Notes
due June 30, 2008 Linked to the Common Stock of AMR
Corporation
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8.11
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Tax
Opinion of Davis Polk & Wardwell relating to 10.20% Reverse
Exchangeable Notes due June 30, 2008 Linked to the Common Stock of
Bank of
America Corporation
|
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.
| JPMORGAN CHASE & CO. (Registrant) | |||
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By:
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/s/
Irma R. Caracciolo
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Name:
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Irma
R. Caracciolo
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Title:
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Assistant Secretary
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Dated:
June 28, 2007
3
EXHIBIT
INDEX
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Exhibit
Number
|
Description
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8.1
|
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 June 30,
2010
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|
|
8.2
|
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 June 30,
2010
|
|
|
8.3
|
Tax
Opinion of Davis Polk &
Wardwell relating to Principal Protected Notes Linked to the MSCI
EAFE®
Index due June 29,
2012
|
|
|
8.4
|
Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to the
Dow
Jones — AIG Commodity IndexSM
due June 30,
2010
|
|
|
8.5
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due September 28, 2007 Each Linked to the Common Stock of a
Different Single Reference Stock Issuer
|
|
|
8.6
|
Tax
Opinion of Davis Polk & Wardwell relating to 10.0% (equivalent to
20.0% per annum) Reverse Exchangeable Notes due December 28, 2007
Linked
to American Depositary Shares Representing the Ordinary Shares of
Elan
Corporation, plc
|
|
|
8.7
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due December 28, 2007 Each Linked to the Common Stock of a
Different
Single Reference Stock Issuer
|
|
|
8.8
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due December 28, 2007 Each Linked to the Common Stock of a
Different
Single Reference Stock Issuer
|
|
|
8.9
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due June 30, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
|
|
|
8.10
|
Tax
Opinion of Davis Polk & Wardwell relating to 16.10% Reverse Exchangeable
Notes
due June 30, 2008 Linked to the Common Stock of AMR
Corporation
|
|
|
8.11
|
Tax
Opinion of Davis Polk & Wardwell relating to 10.20% Reverse
Exchangeable Notes due June 30, 2008 Linked to the Common Stock of
Bank of
America Corporation
|
4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 515 dated June 26, 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 June 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
8.2
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 516 dated June 26, 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 June 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
| June 28, 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. 517 dated June 26, 2007 relating to Principal Protected Notes Linked
to the
MSCI EAFE®
Index due June 29, 2012 (the
“Pricing Supplement”) to product supplement no. 84-I dated June 22, 2007
relating to Principal Protected Notes Linked to the MSCI EAFE®
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
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 518 dated June 26, 2007 relating to Buffered Return Enhanced
Notes
Linked to the Dow Jones — AIG Commodity IndexSM due June
30,
2010 (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
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 519 dated June 26, 2007 relating to Reverse Exchangeable Notes due
September 28,
2007 Each Linked to the Common Stock
of a Different Single Reference Stock Issuer (the “Pricing Supplement”)
to product supplement no. 34-V dated February 7, 2007 relating to Reverse
Exchangeable Notes Linked to the Common Stock of a Reference Stock Issuer (the
“Product Supplement”) to a prospectus supplement dated October 12, 2006 (the
“Prospectus Supplement”) for the Company’s Global Medium-Term Notes, Series E,
Global Warrants, Series E and Global Units, Series E, relating to a prospectus
dated December 1, 2005 (the “Prospectus”) contained in the Company’s
Registration Statement on Form S-3ASR (Registration Statement No. 333-130051)
(the “Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K of
the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit Comprising
a Put
Option and a Deposit” in the Pricing Supplement, subject to the
conditions and limitations described therein, set forth the material U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references to
us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit Comprising
a Put
Option and a Deposit” in the Pricing Supplement. By such
consent we do not concede that we are an “expert” for the purposes of the
Act.
| Very truly yours, | |
| /s/ Davis Polk & Wardwell |
Exhibit
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 520 dated June 26, 2007 relating to 10.0%
(equivalent to 20.0%
per annum) Reverse Exchangeable Notes
due December 28,
2007 Linked to American Depositary
Shares Representing the Ordinary Shares of Elan Corporation, 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
8.7
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 521 dated June 26, 2007 relating to Reverse Exchangeable Notes due
December 28,
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
8.8
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 522 dated June 26, 2007 relating to Reverse Exchangeable Notes due
December 28,
2007 Each Linked to the Common Stock
of a Different Single Reference Stock Issuer (the “Pricing Supplement”)
to product supplement no. 34-V dated February 7, 2007 relating to Reverse
Exchangeable Notes Linked to the Common Stock of a Reference Stock Issuer (the
“Product Supplement”) to a prospectus supplement dated October 12, 2006 (the
“Prospectus Supplement”) for the Company’s Global Medium-Term Notes, Series E,
Global Warrants, Series E and Global Units, Series E, relating to a prospectus
dated December 1, 2005 (the “Prospectus”) contained in the Company’s
Registration Statement on Form S-3ASR (Registration Statement No. 333-130051)
(the “Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K of
the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit Comprising
a Put
Option and a Deposit” in the Pricing Supplement, subject to the
conditions and limitations described therein, set forth the material U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references to
us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit Comprising
a Put
Option and a Deposit” in the Pricing Supplement. By such
consent we do not concede that we are an “expert” for the purposes of the
Act.
| Very truly yours, | |
| /s/ Davis Polk & Wardwell |
Exhibit
8.9
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 523 dated June 26, 2007 relating to Reverse Exchangeable Notes due
June 30,
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
8.10
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 524 dated June 27, 2007 relating to 16.10% Reverse Exchangeable
Notes due June 30, 2008 Linked to the Common Stock of AMR Corporation (the
“Pricing Supplement”) to product supplement no. 34-V dated February 7, 2007
relating to Reverse Exchangeable Notes Linked to the Common Stock of a Reference
Stock Issuer (the “Product Supplement”) to a prospectus supplement dated October
12, 2006 (the “Prospectus Supplement”) for the Company’s Global Medium-Term
Notes, Series E, Global Warrants, Series E and Global Units, Series E, relating
to a prospectus dated December 1, 2005 (the “Prospectus”) contained in the
Company’s Registration Statement on Form S-3ASR (Registration Statement No.
333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit Comprising
a Put
Option and a Deposit” in the Pricing Supplement, subject to the
conditions and limitations described therein, set forth the material U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references to
us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit Comprising
a Put
Option and a Deposit” in the Pricing Supplement. By such
consent we do not concede that we are an “expert” for the purposes of the
Act.
| Very truly yours, | |
| /s/ Davis Polk & Wardwell |
Exhibit
8.11
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
| June 28, 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. 525 dated June 27, 2007 relating to 10.20% Reverse Exchangeable
Notes due June 30, 2008 Linked to the Common Stock of Bank of America
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 |