UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
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Date
of report (Date of earliest event reported): August 3,
2007
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JPMORGAN
CHASE & CO.
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(Exact
Name of Registrant
as
Specified in Charter)
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DELAWARE
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(State
or Other Jurisdiction of Incorporation)
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001-05805
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13-2624428
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(Commission
File Number)
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(IRS
Employer Identification No.)
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270
Park Avenue,
New
York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code: (212)
270-6000
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Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General Instruction A.2. below):
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
Item
9.01. Financial Statements and Exhibits
(d)
Exhibits
The
following Exhibits are incorporated by reference into the Registration Statement
on Form S-3ASR (333-130051) of JPMorgan Chase & Co. (the “Registrant”) as
exhibits thereto and are filed as part of this Current Report.
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8.1
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered
Return Enhanced Notes
Linked to the Dow Jones EURO STOXX 50®
Index
due August 15,
2008
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8.2
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index
Principal Protected
Notes Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX
50®
Index due July 30,
2008
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to a
Basket
Consisting of the AMEX Hong Kong 30 Index, the FTSE/Xinhua China
25 Index,
the Korea Stock Price Index 200, the MSCI Singapore Index and the
MSCI
Taiwan Index due August 15, 2008
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8.4
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to the
Nikkei
225 Index due August 15, 2008
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8.5
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to the
Dow
Jones EURO STOXX 50®
Index
due
August 15, 2008
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8.6
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Tax
Opinion of Davis Polk &
Wardwell relating to Reverse Exchangeable Notes due February 8,
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 9.50% Reverse Exchangeable Notes due August
8, 2008
Linked to the Common Stock of Bank of America
Corporation
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8.8
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to the
S&P
500®
Index due November 6,
2008
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2
SIGNATURE
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Registrant
has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
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JPMORGAN
CHASE & CO.
(Registrant)
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By:
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/s/
Neila
B. Radin
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Name:
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Neila
B. Radin
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Title:
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Senior
Vice President
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Dated: August
7, 2007
3
EXHIBIT
INDEX
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Exhibit
Number
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Description
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8.1
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered
Return Enhanced Notes
Linked to the Dow Jones EURO STOXX 50®
Index
due August
15,
2008
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|
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8.2
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Tax
Opinion of Davis Polk &
Wardwell relating to Lesser
Index Principal Protected
Notes Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX
50®
Index due July 30,
2008
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8.3
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to
a Basket
Consisting of the AMEX Hong Kong 30 Index, the FTSE/Xinhua China
25 Index,
the Korea Stock Price Index 200, the MSCI Singapore Index and
the MSCI
Taiwan Index due August 15, 2008
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8.4
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to
the Nikkei
225 Index due August 15, 2008
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8.5
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to
the Dow
Jones EURO STOXX 50®
Index
due
August 15, 2008
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8.6
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Tax
Opinion of Davis Polk &
Wardwell relating to Reverse Exchangeable Notes due February
8, 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 9.50% Reverse Exchangeable Notes due August
8, 2008
Linked to the Common Stock of Bank of America
Corporation
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8.8
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Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to
the S&P
500®
Index due November 6,
2008
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4
Exhibit
8.1
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
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August 7,
2007
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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. 592 dated August 3, 2007 relating to Buffered Return Enhanced
Notes Linked
to the Dow Jones EURO STOXX 50®
Index due August
15,
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.
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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
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August 7,
2007
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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. 593 dated August 3, 2007 relating to Lesser Index Principal Protected
Notes
Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX 50®
Index due July 30, 2008 (the
“Pricing Supplement”) to product supplement no. 17-III dated January 11, 2007
relating to Lesser Index Principal Protected Notes Linked to the Nikkei
225
Index and the Dow Jones EURO STOXX 50® 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
Short-Term 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
Short-Term Debt Instruments” 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
|
August 7,
2007
|
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 594 dated August 3, 2007 relating to Buffered Return Enhanced
Notes Linked to
a Basket Consisting of the AMEX Hong Kong 30 Index, the FTSE/Xinhua China
25
Index, the Korea Stock Price Index 200, the MSCI Singapore Index and the
MSCI
Taiwan Index due August 15, 2008 (the “Pricing Supplement”) to product
supplement no. 54-IV dated May 4, 2007 relating to Return Enhanced Notes
Linked
to a Weighted Basket Consisting of the AMEX Hong Kong 30 Index, the CECEEUR
Index, the Dow Jones EURO STOXX 50® Index,
the Dow
Jones U.S. Real Estate Index, the FTSE™ 100 Index, the FTSE/Xinhua China 25
Index, the Korea Stock Price Index 200, the Kuala Lumpur Composite Index,
the
MSCI Singapore Index,
the MSCI
Taiwan Index, the Nikkei 225 Index, the Russell 2000® Index,
the Russian
Depositary Receipts Index, the S&P 500® Index,
the S&P
BRIC 40 Index, the Goldman Sachs Commodity Index® Excess
Return, the
iShares® MSCI
Brazil Index Fund and the iShares® MSCI
Emerging
Markets Index Fund (the “Product Supplement”) to a prospectus supplement dated
October 12, 2006 (the “Prospectus Supplement”) for the Company’s Global
Medium-Term Notes, Series E, Global Warrants, Series E and Global Units,
Series
E, relating to a prospectus dated December 1, 2005 (the “Prospectus”) contained
in the Company’s Registration Statement on Form S-3ASR (Registration Statement
No. 333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant to the
Pricing Supplement as a result of the ownership and disposition of such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the Act.
|
Very
truly yours,
|
|
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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
|
August 7,
2007
|
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 595 dated August 3, 2007 relating to Buffered Return Enhanced
Notes Linked
to the Nikkei 225 Index due August 15, 2008 (the “Pricing Supplement”) to
product supplement no. 10-II dated March 20, 2006 relating to Return Enhanced
Notes Linked to 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
|
Exhibit
8.5
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 7,
2007
|
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 596 dated August 3, 2007 relating to Buffered Return Enhanced
Notes Linked
to the Dow Jones EURO STOXX 50®
Index due August
15,
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
|
Exhibit
8.6
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 7,
2007
|
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 597 dated August 3, 2007 relating to Reverse Exchangeable Notes
due February
8, 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
|
August 7,
2007
|
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 598 dated August 3, 2007 relating to 9.50% Reverse Exchangeable
Notes due
August 8, 2008 Linked to the Common Stock of Bank of America Corporation
(the “Pricing Supplement”) to product supplement no. 34-V dated February 7, 2007
relating to Reverse Exchangeable Notes Linked to the Common Stock of a
Reference
Stock Issuer (the “Product Supplement”) to a prospectus supplement dated October
12, 2006 (the “Prospectus Supplement”) for the Company’s Global Medium-Term
Notes, Series E, Global Warrants, Series E and Global Units, Series E,
relating
to a prospectus dated December 1, 2005 (the “Prospectus”) contained in the
Company’s Registration Statement on Form S-3ASR (Registration Statement No.
333-130051) (the “Registration Statement”). This opinion is being
furnished in accordance with the requirements of Section 601(b)(8) of Regulation
S-K of the Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit
Comprising a Put
Option and a Deposit” in the Pricing Supplement, subject to the
conditions and limitations described therein, set forth the material U.S.
federal income tax considerations applicable generally to holders of the
securities offered pursuant to the Pricing Supplement as a result of the
ownership and disposition of such securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Tax Treatment as a Unit
Comprising a Put
Option and a Deposit” in the Pricing Supplement. By such
consent we do not concede that we are an “expert” for the purposes of the
Act.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|
Exhibit
8.8
DAVIS
POLK
& WARDWELL
450
LEXINGTON AVENUE
NEW
YORK,
NEW YORK 10017
|
August 7,
2007
|
JPMorgan
Chase & Co.
270
Park
Avenue
New
York,
New York 10017
Ladies
and
Gentlemen:
We
have acted as special tax counsel to
JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware
(the “Company”), in connection with the preparation and filing of pricing
supplement no. 599 dated August 3, 2007 relating to Buffered Return Enhanced
Notes
Linked to the S&P 500®
Index due November 6, 2008(the “Pricing Supplement”) to product
supplement no. 18-I dated March 16, 2006 relating to Return Enhanced Notes
Linked to the
S&P 500®
Index (the “Product
Supplement”) to a prospectus supplement dated December 1, 2005 (the “Prospectus
Supplement”) for the Company’s Global Medium-Term Notes, Series E, Global
Warrants, Series E and Global Units, Series E, relating to a prospectus
dated
December 1, 2005 (the “Prospectus”) contained in the Company’s Registration
Statement on Form S-3ASR (Registration Statement No. 333-130051) (the
“Registration Statement”). This opinion is being furnished in
accordance with the requirements of Section 601(b)(8) of Regulation S-K
of the
Securities Act of 1933, as amended (the “Act”).
In
our opinion, the discussions under
the heading “United States Federal Taxation” in the Prospectus Supplement, under
the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement, subject to the conditions and limitations described
therein, set forth the material U.S. federal income tax considerations
applicable generally to holders of the securities offered pursuant to the
Pricing Supplement as a result of the ownership and disposition of such
securities.
We
hereby consent to the filing of this
opinion as an exhibit to the Registration Statement and to the references
to us
under the heading “United States Federal Taxation” in the Prospectus Supplement,
under the heading “Certain U.S. Federal Income Tax Consequences” in the Product
Supplement and under the heading “Selected Purchase Considerations – Capital Gains Tax Treatment” in the
Pricing Supplement. By such consent we do not concede that we
are an “expert” for the purposes of the Act.
|
Very
truly yours,
|
|
|
/s/
Davis Polk & Wardwell
|