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
Date
of report (Date of earliest event reported): January 28,
2008
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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
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communications
pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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material
pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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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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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.
8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due April 30, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due April 30, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due July 31, 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 July 31, 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 Reverse Exchangeable
Notes due July 31, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due July 31, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due January 30, 2009 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 January 30, 2009 Each Linked to the Common Stock
of a Different
Single Reference Stock Issuer
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due January 30, 2009 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 9.25% per annum Reverse
Exchangeable Notes due January 30, 2009 Linked to the Common
Stock of Exxon Mobil Corporation
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8.11
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due July
31, 2009
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8.12
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due July
31, 2009
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8.13
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due July
31, 2009
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8.14
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Tax
Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out
Notes Linked to an Equally Weighted Basket Consisting of the
S&P
500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
January 31, 2011
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8.15
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Tax
Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out
Notes Linked to an Equally Weighted Basket Consisting of the
S&P
500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
January 31, 2011
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8.16
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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 April 30,
2012
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8.17
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Tax
Opinion of Davis Polk & Wardwell relating to Upside Auto Callable
Reverse Exchangeable Notes due July 31, 2008 Each Linked to
the Common
Stock of a Different Single Reference Stock Issuer
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8.18
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Tax
Opinion of Davis Polk & Wardwell relating to 12.00% per annum Reverse
Exchangeable Notes due January 30, 2009 Linked to the Common
Stock of Bank
of America Corporation
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8.19
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due July 31, 2008 Each Linked to the Common Stock of
a Different
Single Reference Stock Issuer
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8.20
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the iShares®
MSCI Emerging
Markets Index Fund due July 31, 2009
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8.21
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected
Knock-Out Notes Linked to the S&P 500®
Index due May
1, 2009
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8.22
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Tax
Opinion of Davis Polk & Wardwell relating to 14.50% per annum Reverse
Exchangeable Notes due February 2, 2009 Linked to the Common
Stock of
Apple Inc.
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SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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:
January 30, 2008
EXHIBIT
INDEX
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8.1
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due April 30, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.2
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due April 30, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.3
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due July 31, 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 July 31, 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 Reverse Exchangeable
Notes due July 31, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.6
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due July 31, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.7
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due January 30, 2009 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 January 30, 2009 Each Linked to the Common Stock of a
Different
Single Reference Stock Issuer
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8.9
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due January 30, 2009 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 9.25% per annum Reverse
Exchangeable Notes due January 30, 2009 Linked to the Common
Stock of Exxon Mobil Corporation
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8.11
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due July
31, 2009
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8.12
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due July
31, 2009
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8.13
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Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due July
31, 2009
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8.14
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Tax
Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out
Notes Linked to an Equally Weighted Basket Consisting of the S&P
500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
January 31, 2011
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8.15
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Tax
Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out
Notes Linked to an Equally Weighted Basket Consisting of the S&P
500®
Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due
January 31, 2011
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8.16
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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 April 30,
2012
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8.17
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Tax
Opinion of Davis Polk & Wardwell relating to Upside Auto Callable
Reverse Exchangeable Notes due July 31, 2008 Each Linked to the
Common
Stock of a Different Single Reference Stock Issuer
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8.18
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Tax
Opinion of Davis Polk & Wardwell relating to 12.00% per annum Reverse
Exchangeable Notes due January 30, 2009 Linked to the Common Stock
of Bank
of America Corporation
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8.19
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Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due July 31, 2008 Each Linked to the Common Stock of a Different
Single Reference Stock Issuer
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8.20
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Tax
Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes
Linked to the iShares®
MSCI Emerging
Markets Index Fund due July 31, 2009
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8.21
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Tax
Opinion of Davis Polk & Wardwell relating to Principal Protected
Knock-Out Notes Linked to the S&P 500®
Index due May
1, 2009
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8.22
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Tax
Opinion of Davis Polk & Wardwell relating to 14.50% per annum Reverse
Exchangeable Notes due February 2, 2009 Linked to the Common Stock
of
Apple Inc.
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 958 dated January 28, 2008 relating to Reverse Exchangeable
Notes
due April 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.
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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
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. 959 dated January 28, 2008 relating to Reverse Exchangeable
Notes
due April 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Exhibit
8.3
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 960 dated January 28, 2008 relating to Reverse Exchangeable
Notes
due July 31, 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Exhibit
8.4
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 961 dated January 28, 2008 relating to Reverse Exchangeable
Notes
due July 31, 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.
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Very
truly yours,
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/s/
Davis Polk & Wardwell
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Exhibit
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 962 dated January 28, 2008 relating to Reverse
Exchangeable Notes
due July 31, 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
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 963 dated January 28, 2008 relating to Reverse
Exchangeable Notes
due July 31, 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
8.7
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 964 dated January 28, 2008 relating to Reverse
Exchangeable Notes
due January 30, 2009 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
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. 965 dated January 28, 2008 relating to Reverse
Exchangeable Notes
due January 30, 2009 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
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. 966 dated January 28, 2008 relating to
Reverse Exchangeable Notes
due January 30, 2009 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
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. 967 dated January 28, 2008 relating
to 9.25% per annum Reverse
Exchangeable Notes due January 30, 2009 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
|
Exhibit
8.11
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of
Delaware
(the “Company”), in connection with the preparation and filing
of pricing
supplement no. 968 dated January 28, 2008 relating
to Buffered Return Enhanced
Notes Linked to the MSCI EAFE®
Index due July 31,
2009 (the “Pricing Supplement”) to product supplement no. 39-VIII dated December
14, 2007 relating to Return Enhanced Notes Linked
to a Weighted Basket
Consisting of the S&P 500®
Index, the S&P
BRIC 40 Index, the Nikkei 225 Index, the Dow Jones
EURO STOXX 50®
Index, the Dow Jones
U.S. Real Estate Index, the Dow Jones — AIG Commodity IndexSM,
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, the iShares®
MSCI Emerging
Markets Index Fund and the Vanguard®
Emerging Markets ETF
(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
8.12
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws
of Delaware
(the “Company”), in connection with the preparation and filing
of pricing
supplement no. 969 dated January 28, 2008 relating
to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due July 31,
2009 (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.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.13
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws
of Delaware
(the “Company”), in connection with the preparation and filing
of pricing
supplement no. 970 dated January 28, 2008 relating
to Buffered Return Enhanced
Notes Linked to the S&P 500®
Index due July 31,
2009 (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.
|
Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.14
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws
of Delaware
(the “Company”), in connection with the preparation and filing
of pricing
supplement no. 971 dated January 28, 2008 relating
to Index Basket Knock-Out
Notes Linked to an Equally Weighted Basket
Consisting of the S&P
500®
Index, the
Nikkei 225 Index and the Dow Jones EURO STOXX
50®
Index due
January
31, 2011 (the “Pricing Supplement”) to product supplement no. 98-I dated October
1, 2007 relating to Index Knock-Out 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, 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 – 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
8.15
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the
laws of Delaware
(the “Company”), in connection with the preparation and
filing of pricing
supplement no. 972 dated January 28, 2008
relating to Index Basket Knock-Out
Notes Linked to an Equally Weighted Basket
Consisting of the S&P
500®
Index, the
Nikkei 225 Index and the Dow Jones EURO STOXX
50®
Index due
January
31, 2011 (the “Pricing Supplement”) to product supplement no. 98-I dated October
1, 2007 relating to Index Knock-Out 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, 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 – 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
8.16
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under
the laws of Delaware
(the “Company”), in connection with the preparation
and filing of pricing
supplement no. 973 dated January 28,
2008 relating to Principal Protected
Dual
Directional Notes Linked to a Weighted
Basket Consisting of Three Commodities
and Three Commodity Indices due April
30, 2012 (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
8.17
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under
the laws of Delaware
(the “Company”), in connection with the preparation
and filing of pricing
supplement no. 974 dated January 28,
2008 relating to Upside Auto Callable
Reverse Exchangeable Notes due July
31, 2008 Each Linked to the Common
Stock of
a Different Single Reference Stock
Issuer (the “Pricing Supplement”) to product
supplement no. 108-I dated December
13, 2007 relating to Upside Auto Callable
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
8.18
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel
to
JPMorgan Chase & Co., a corporation incorporated
under the laws of Delaware
(the “Company”), in connection with the preparation
and filing of pricing
supplement no. 975 dated January
28, 2008 relating to 12.00% per
annum Reverse
Exchangeable Notes due January
30, 2009 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.
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Very
truly yours,
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|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.19
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel
to
JPMorgan Chase & Co., a corporation incorporated
under the laws of Delaware
(the “Company”), in connection with the preparation
and filing of pricing
supplement no. 976 dated January
28, 2008 relating to Reverse
Exchangeable Notes
due July 31, 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.
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Very
truly yours,
|
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.20
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel
to
JPMorgan Chase & Co., a corporation incorporated
under the laws of Delaware
(the “Company”), in connection with the preparation
and filing of pricing
supplement no. 977 dated January
28, 2008 relating to Return
Enhanced Notes
Linked to the iShares®
MSCI Emerging
Markets Index Fund due July
31, 2009 (the “Pricing Supplement”) to product
supplement no. 39-VIII dated
December 14, 2007 relating
to Return Enhanced Notes
Linked to a Weighted Basket
Consisting of the S&P 500®
Index, the S&P
BRIC 40 Index, the Nikkei 225
Index, the Dow Jones EURO STOXX
50®
Index, the Dow Jones
U.S. Real Estate Index, the
Dow Jones — AIG Commodity IndexSM,
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, the iShares®
MSCI Emerging
Markets Index Fund and the
Vanguard®
Emerging Markets ETF
(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
8.21
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax
counsel to
JPMorgan Chase & Co., a corporation incorporated
under the laws of Delaware
(the “Company”), in connection with the
preparation and filing of
pricing
supplement no. 979 dated
January 28, 2008 relating
to Principal Protected
Knock-Out Notes Linked to
the S&P 500®
Index due May 1,
2009 (the “Pricing Supplement”) to product supplement no.
14-II dated December
21, 2006 relating to Principal
Protected Notes Linked to
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
8.22
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax
counsel to
JPMorgan Chase & Co., a corporation incorporated
under the laws of Delaware
(the “Company”), in connection with the
preparation and filing
of pricing
supplement no. 980 dated
January 29, 2008 relating
to 14.50% per annum Reverse
Exchangeable Notes due
February 2, 2009 Linked
to the Common Stock of
Apple 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
|