Date
of report (Date of earliest event reported): April 13,
2007
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JPMORGAN
CHASE & CO.
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||
(Exact
Name of Registrant
as
Specified in Charter)
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DELAWARE
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||
(State
or Other Jurisdiction of Incorporation)
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||
001-05805
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13-2624428
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|
(Commission
File Number)
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(IRS
Employer Identification No.)
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270
Park Avenue,
New
York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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|
Registrant’s
telephone number, including area code: (212)
270-6000
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||
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||
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))
|
8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to 6.925% (equivalent to
27.70% per annum) Reverse Exchangeable Notes due July 18, 2007
Linked to
the Common Stock of NutriSystem,
Inc.
|
JPMORGAN
CHASE & CO.
(Registrant)
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||
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|
By: | /s/ Anthony J. Horan | |
Name:
Anthony
J. Horan
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||
Title:
Corporate
Secretary
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Exhibit
Number
|
Description
|
|
8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to 6.925% (equivalent to
27.70% per annum) Reverse Exchangeable Notes due July 18, 2007
Linked to
the Common Stock of NutriSystem,
Inc.
|
April
16, 2007
|
Very
truly yours,
|
|
/s/
Davis Polk & Wardwell
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