UNITED
STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
|
Date
of report (Date of earliest event
reported): March 23, 2007
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| JPMORGAN CHASE & CO. | ||||
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|
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(Exact
Name of
Registrant
as Specified in Charter) |
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DELAWARE
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||||
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(State
or Other
Jurisdiction of Incorporation)
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||||
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001-05805
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13-2624428
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|||
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(Commission
File
Number)
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(IRS
Employer
Identification No.)
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|||
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270
Park
Avenue,
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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 theregistrant under any of the following provisions (see General Instruction A.2. below):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a -12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d -2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e -4(c))
Item 9.01.
Financial Statements and Exhibits
(d) Exhibits
The following Exhibit
is incorporated by reference into the Registration
Statement on Form S-3ASR (333-130051) of JPMorgan Chase & Co. (the
“Registrant”) as an exhibit thereto and is filed as part of this Current
Report.
|
8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return
Enhanced Notes Linked to the Dow Jones EURO STOXX 50® Index
due March 31, 2008
|
|
|
8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to Lesser Index Annual
Review Notes Linked to the S&P 500®
Index and the Nikkei 225 Index due April 7, 2010
|
|
|
8.3
|
Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes
Linked to the S&P 500®
Index due April 6, 2010
|
|
|
8.4
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to a Weighted Basket Consisting of Ten Commodities
and Two
Commodity Linked Indices due September 23, 2009
|
|
|
8.5
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due March 28, 2008 Linked
to the Common Stock of a Single Reference Stock Issuer
|
|
|
8.6
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due June 29, 2007 Linked
to the Common Stock of a Single Reference Stock Issuer
|
|
|
8.7
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due September 28, 2008 Linked
to the Common Stock of a Single Reference Stock Issuer
|
|
|
8.8
|
Tax
Opinion of Davis Polk & Wardwell relating to 8.0% (equivalent to 16.0%
per annum) Reverse Exchangeable Notes due September 28, 2007 Linked
to
American Depositary Shares Representing the Class A Ordinary Shares
of
BAIDU.com, Inc.
|
2
SIGNATURE
Pursuant to the
requirements of the Securities Exchange Act of 1934, the Registrant has duly
caused this report to be signed on its behalf by the undersigned hereunto duly
authorized.
| JPMORGAN
CHASE &
CO. (Registrant) |
||
| By: | /s/ Anthony J. Horan | |
|
|
||
| Name: | Anthony J. Horan | |
| Title: | Corporate Secretary | |
Dated: March 27,
2007
3
|
EXHIBIT
INDEX
|
||
| Exhibit Number | Description | |
|
8.1
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to the Dow
Jones EURO STOXX 50® Index
due March 31, 2008
|
|
|
8.2
|
Tax
Opinion of Davis Polk & Wardwell relating to Lesser Index Annual
Review Notes Linked to the S&P 500®
Index and the Nikkei 225 Index due April 7, 2010
|
|
|
8.3
|
Tax
Opinion of Davis Polk & Wardwell relating to Annual Review Notes
Linked to the S&P 500®
Index due April 6, 2010
|
|
|
8.4
|
Tax
Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced
Notes Linked to a Weighted Basket Consisting of Ten Commodities
and Two
Commodity Linked Indices due September 23, 2009
|
|
|
8.5
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due March 28, 2008 Linked
to the Common Stock of a Single Reference Stock Issuer
|
|
|
8.6
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due June 29, 2007 Linked
to the Common Stock of a Single Reference Stock Issuer
|
|
|
8.7
|
Tax
Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable
Notes due September 28, 2008 Linked
to the Common Stock of a Single Reference Stock Issuer
|
|
|
8.8
|
Tax
Opinion of Davis Polk & Wardwell relating to 8.0% (equivalent to 16.0%
per annum) Reverse Exchangeable Notes due September 28, 2007
Linked to
American Depositary Shares Representing the Class A Ordinary
Shares of
BAIDU.com, Inc.
|
4
it
8.1
|
Exhibit
8.1
|
||
|
DAVIS
POLK & WARDWELL
450
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10017
|
||
| March 27, 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 dated March 23, 2007 relating
to
Buffered
Return Enhanced Notes Linked to the Dow Jones EURO STOXX 50®
Index
due
March 31, 2008
(the “Pricing
Supplement”) to product supplement no. 19-I dated March 21, 2006 relating to
Return
Enhanced Notes Linked to the Dow Jones EURO STOXX 50®
Index
(the
“Product Supplement”) to a prospectus supplement dated December 1, 2005 (the
“Prospectus Supplement”) for the Company’s Global Medium-Term Notes, Series E,
Global Warrants, Series E and Global Units, Series E, relating to a prospectus
dated December 1, 2005 (the “Prospectus”) contained in the Company’s
Registration Statement on Form S-3ASR (Registration Statement No. 333-130051)
(the “Registration Statement”). This opinion is being furnished in accordance
with the requirements of Section 601(b)(8) of Regulation S-K of the Securities
Act of 1933, as amended (the “Act”).
In
our
opinion, the discussions under the heading “United States Federal Taxation” in
the Prospectus Supplement, under the heading “Certain U.S. Federal Income Tax
Consequences” in the Product Supplement and under the heading “Selected Purchase
Considerations - Capital
Gains Tax Treatment” in the Pricing Supplement,
subject
to the conditions and limitations described therein, set forth the material
U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the heading “United States Federal
Taxation” in the Prospectus Supplement, under the heading “Certain U.S. Federal
Income Tax Consequences” in the Product Supplement and under the heading
“Selected Purchase Considerations - Capital
Gains Tax Treatment” in the Pricing Supplement.
By such
consent we do not concede that we are an “expert” for the purposes of the Act.
| Very truly yours, |
| /s/ Davis Polk & Wardwell |
it
8.1
|
Exhibit
8.2
|
||
|
DAVIS
POLK & WARDWELL
450
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10017
|
||
| March 27, 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 dated March 23, 2007
relating
to Lesser
Index Annual Review Notes Linked to the S&P 500®
Index and
the Nikkei 225 Index due April 7, 2010
(the “Pricing Supplement”) to product supplement no. 27-I dated March 23, 2006
relating to Lesser
Index Review Notes Linked to the S&P 500®
Index and
the Nikkei 225 Index (the “Product Supplement”) to a prospectus supplement dated
December 1, 2005 (the “Prospectus Supplement”) for the Company’s Global
Medium-Term Notes, Series E, Global Warrants, Series E and Global Units,
Series
E, relating to a prospectus dated December 1, 2005 (the “Prospectus”) contained
in the Company’s Registration Statement on Form S-3ASR (Registration Statement
No. 333-130051) (the “Registration Statement”). This opinion is being furnished
in accordance with the requirements of Section 601(b)(8) of Regulation S-K
of
the Securities Act of 1933, as amended (the “Act”).
In
our
opinion, the discussions under the heading “United States Federal Taxation” in
the Prospectus Supplement, under the heading “Certain U.S. Federal Income Tax
Consequences” in the Product Supplement and under the heading “Selected Purchase
Considerations - Capital
Gains Tax Treatment” in the Pricing Supplement,
subject
to the conditions and limitations described therein, set forth the material
U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to us under the heading “United States Federal
Taxation” in the Prospectus Supplement, under the heading “Certain U.S. Federal
Income Tax Consequences” in the Product Supplement and under the heading
“Selected Purchase Considerations - Capital
Gains Tax Treatment” in the Pricing Supplement.
By such
consent we do not concede that we are an “expert” for the purposes of the
Act.
| Very truly yours, |
| /s/ Davis Polk & Wardwell |
it
8.1
|
Exhibit
8.3
|
||
|
DAVIS
POLK & WARDWELL
450
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10017
|
||
| March 27, 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 dated March 23, 2007 relating
to
Annual
Review Notes Linked to the S&P 500®
Index due
April 6, 2010
(the “Pricing
Supplement”) to product supplement no. 20-I dated March 21, 2006 relating to
Review 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 |
it
8.1
|
Exhibit
8.4
|
||
|
DAVIS
POLK & WARDWELL
450
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10017
|
||
| March 27, 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 dated March 23, 2007
relating
to Buffered
Return Enhanced Notes Linked to a Weighted Basket Consisting of Ten Commodities
and Two Commodity Linked Indices due September 23, 2009
(the “Pricing Supplement”) to product supplement no. 70-II dated February 27,
2007 relating to Return
Enhanced Notes Linked to a Weighted Basket Consisting of up to Thirteen
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 |
it
8.1
|
Exhibit
8.5
|
||
|
DAVIS
POLK & WARDWELL
450
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10017
|
||
| March 27, 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 dated March 23, 2007 relating
to
Reverse
Exchangeable Notes due March 28, 2008 Linked to the Common Stock of a 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 |
it
8.1
|
Exhibit
8.6
|
||
|
DAVIS
POLK & WARDWELL
450
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10017
|
||
| March 27, 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 dated March 23, 2007 relating
to
Reverse
Exchangeable Notes due June 29, 2007 Linked to the Common Stock of a 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 |
it
8.1
|
Exhibit
8.7
|
||
|
DAVIS
POLK & WARDWELL
450
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10017
|
||
| March 27, 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 dated March 23, 2007 relating
to
Reverse
Exchangeable Notes due September 28, 2008 Linked to the Common Stock of
a 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 |
it
8.1
|
Exhibit
8.8
|
||
|
DAVIS
POLK & WARDWELL
450
LEXINGTON AVENUE
NEW
YORK, NEW YORK 10017
|
||
| March 27, 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 dated March 23, 2007 relating
to
8.0%
(equivalent to 16.0% per annum) Reverse Exchangeable Notes due September
28,
2007 Linked to American Depositary Shares Representing the Class A Ordinary
Shares of BAIDU.com, 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 |