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 2,
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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act
(17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR
240.14d-2(b))
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o
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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 Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
November 14, 2008
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8.2
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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 13,
2008
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due May 7, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due November 7, 2008 Each Linked to the Common Stock
of a Different
Single Reference Stock Issuer
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the NASDAQ-100 Index®
due January 7,
2009
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Bearish Return Enhanced
Notes Linked Inversely to American Depositary Shares, Each
Representing
One Class A Ordinary Share of Baidu.com, Inc. due January
4,
2008
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to Knock-Out Return Enhanced
Notes Linked to the iShares®
MSCI Emerging
Markets Index Fund due December 5, 2008
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Dual
Directional Notes Linked to a Weighted Basket Consisting
of Three
Commodities and Three Commodity Indices due November 5,
2010
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to 16.50% Reverse
Exchangeable Notes due November 7, 2008 Linked to the Common
Stock of
Citigroup Inc.
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8.10
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Tax
Opinion of Davis Polk & Wardwell relating to 5.75% (equivalent to
11.50% per annum) Reverse Exchangeable Notes due May 8, 2008
Linked to the
Common Stock of Exxon Mobil
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:
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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 6, 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 Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due
November 14, 2008
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|
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8.2
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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 13,
2008
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due May 7, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.4
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due November 7, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.5
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the NASDAQ-100 Index®
due January 7,
2009
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Bearish Return Enhanced
Notes Linked Inversely to American Depositary Shares, Each Representing
One Class A Ordinary Share of Baidu.com, Inc. due January 4,
2008
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|
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to Knock-Out Return Enhanced
Notes Linked to the iShares®
MSCI Emerging
Markets Index Fund due December 5, 2008
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|
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8.8
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected Dual
Directional Notes Linked to a Weighted Basket Consisting of Three
Commodities and Three Commodity Indices due November 5,
2010
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to 16.50% Reverse
Exchangeable Notes due November 7, 2008 Linked to the Common
Stock of
Citigroup Inc.
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8.10
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Tax
Opinion of Davis Polk & Wardwell relating to 5.75% (equivalent to
11.50% per annum) Reverse Exchangeable Notes due May 8, 2008
Linked to the
Common Stock of Exxon Mobil
Corporation
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
6, 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. 791 dated November 2, 2007 relating to Buffered Return
Enhanced
Notes Linked to the S&P 500®
Index due November
14, 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.
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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
6, 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. 792 dated November 2, 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
13, 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.
|
Very
truly yours,
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
6, 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. 793 dated November 2, 2007 relating to Reverse
Exchangeable Notes
due May 7, 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
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
6, 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. 794 dated November 2, 2007 relating to Reverse Exchangeable
Notes
due November 7, 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
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
6, 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. 795 dated November 2, 2007 relating to Buffered
Return Enhanced
Notes Linked to the NASDAQ-100 Index®
due January 7, 2009
(the “Pricing Supplement”) to product supplement no. 39-V dated October 22, 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 and the
iShares®
MSCI
Emerging Markets Index Fund (the “Product Supplement”) to a prospectus
supplement dated October 12, 2006 (the “Prospectus Supplement”) for the
Company’s Global Medium-Term Notes, Series E, Global Warrants, Series
E and
Global Units, Series E, relating to a prospectus dated December
1, 2005 (the
“Prospectus”) contained in the Company’s Registration Statement on Form S-3ASR
(Registration Statement No. 333-130051) (the “Registration
Statement”). This opinion is being furnished in accordance with the
requirements of Section 601(b)(8) of Regulation S-K of the Securities
Act of
1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains
Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant
to the
Pricing Supplement as a result of the ownership and disposition
of such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the
references to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains
Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the Act.
|
Very
truly yours,
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
6, 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. 796 dated November 2, 2007 relating to Bearish
Return Enhanced
Notes Linked Inversely to American Depositary Shares, Each Representing
One
Class A Ordinary Share of Baidu.com, Inc. due January 4, 2008
(the “Pricing
Supplement”) to product supplement no. 104-I dated October 31, 2007 relating
to
Bearish Return Enhanced Notes Linked Inversely 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 – Capital
Gains Tax Treatment”
in the
Pricing Supplement,
subject to the conditions and limitations described therein,
set forth the
material U.S. federal income tax considerations applicable generally
to holders
of the securities offered pursuant to the Pricing Supplement
as a result of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the
references to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains
Tax Treatment”
in the
Pricing
Supplement. By such consent we do not concede that we are an
“expert” for the purposes of the Act.
|
Very
truly yours,
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.7
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
6, 2007
|
PMorgan
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. 797 dated November 2, 2007 relating to Knock-Out Return
Enhanced Notes
Linked to the iShares® MSCI
Emerging
Markets Index Fund due December 5, 2008 (the “Pricing Supplement”) to product
supplement no. 100-I dated October 10, 2007 relating to Knock-Out Return
Enhanced Notes Linked to 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 – 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 – 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
8.8
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
November
6, 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. 798 dated November 2, 2007 relating to Principal
Protected Dual
Directional Notes Linked to a Weighted Basket Consisting of Three
Commodities
and Three Commodity Indices due November 5, 2010 (the “Pricing
Supplement”)
to product supplement no. 102-I
dated October 15, 2007 relating to Principal Protected Dual Directional
Notes Linked to a Weighted Basket Consisting of up to Thirteen
Commodities
and/or Five Commodity Indices, or Linked to Any One of the Foregoing
(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
|
November
6, 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. 799 dated November 5, 2007 relating to 16.50%
Reverse
Exchangeable Notes due November 7, 2008 Linked to the Common
Stock of Citigroup
Inc. (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
|
November
6, 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. 800 dated November 5, 2007 relating to 5.75% (equivalent
to
11.50% per annum) Reverse Exchangeable Notes due May 8, 2008
Linked to the
Common Stock of Exxon Mobil 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
|