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): July 27,
2007
|
|
JPMORGAN
CHASE & CO.
|
(Exact
Name of Registrant
as
Specified in Charter)
|
|
|
DELAWARE
|
|
(State
or Other Jurisdiction of Incorporation)
|
|
001-05805
|
|
13-2624428
|
(Commission
File Number)
|
|
(IRS
Employer Identification No.)
|
|
270
Park Avenue,
New
York, NY
|
|
10017
|
(Address
of Principal Executive Offices)
|
|
(Zip
Code)
|
|
|
|
|
Registrant’s
telephone number, including area code: (212)
270-6000
|
|
|
|
|
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.
8.1
|
Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to the
S&P 500®
Index due
October 2, 2008
|
8.2
|
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
April 11, 2008
|
8.3
|
Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the S&P 500®
Index due
April 11, 2008
|
8.4
|
Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the S&P 500®
Index due
April 11, 2008
|
8.5
|
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
September 10, 2008
|
8.6
|
Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the S&P 500®
Index due
September 10, 2008
|
8.7
|
Tax
Opinion of Davis Polk &
Wardwell relating to 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 8, 2008
|
8.8
|
Tax
Opinion of Davis Polk &
Wardwell relating to 12.75% Reverse Exchangeable Notes due July 31,
2008 Linked to the Common Stock of QUALCOMM
Incorporated
|
8.9
|
Tax
Opinion of Davis Polk & Wardwell relating to 8.75% (equivalent to
17.50% per annum) Reverse Exchangeable Notes due February 4,
2008 Linked
to the Common Stock of Lehman Brothers Holdings
Inc. |
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:
|
|
|
|
|
|
|
Name:
|
|
|
|
Title:
|
|
Dated:
July 31, 2007
EXHIBIT
INDEX
8.1
|
|
Tax
Opinion of Davis Polk &
Wardwell relating to Buffered Return Enhanced Notes Linked to the
S&P 500®
Index due
October 2, 2008
|
8.2
|
|
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
April 11, 2008
|
8.3
|
|
Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the S&P 500®
Index due
April 11, 2008
|
8.4
|
|
Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the S&P 500®
Index due
April 11, 2008
|
8.5
|
|
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
September 10, 2008
|
8.6
|
|
Tax
Opinion of Davis Polk &
Wardwell relating to Lesser Index Principal Protected Notes Linked
to the Nikkei 225 Index and the S&P 500®
Index due
September 10, 2008
|
8.7
|
|
Tax
Opinion of Davis Polk &
Wardwell relating to 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 8, 2008
|
8.8
|
|
Tax
Opinion of Davis Polk &
Wardwell relating to 12.75% Reverse Exchangeable Notes due July 31,
2008 Linked to the Common Stock of QUALCOMM
Incorporated
|
8.9
|
|
Tax
Opinion of Davis Polk &
Wardwell relating to
8.75% (equivalent to 17.50% per annum) Reverse Exchangeable
Notes
due February 4, 2008 Linked to the Common Stock of Lehman Brothers
Holdings Inc.
|
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. 571 dated July 27, 2007 relating to Buffered Return Enhanced
Notes
Linked to the S&P 500®
Index due October 2, 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
|
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. 572 dated July 27, 2007 relating to Lesser Index Principal
Protected Notes Linked to the Nikkei 225 Index and the Dow Jones EURO STOXX
50® Index
due
April 11, 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.
|
Very
truly yours,
|
|
|
|
|
|
/s/
Davis Polk & Wardwell
|
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. 573 dated July 27, 2007 relating to Lesser Index Principal
Protected Notes Linked to the Nikkei 225 Index and the S&P 500® Index
due April 11,
2008 (the “Pricing Supplement”) to product supplement no. 16-III dated February
9, 2007 relating to Lesser Index Principal Protected Notes Linked to
Nikkei 225
Index and 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
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.
|
Very
truly yours,
|
|
|
|
|
|
/s/
Davis Polk & Wardwell
|
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. 574 dated July 27, 2007 relating to Lesser Index Principal
Protected Notes Linked to the Nikkei 225 Index and the S&P 500®
Index due April 11,
2008 (the “Pricing Supplement”) to product supplement no. 16-III dated February
9, 2007 relating to Lesser Index Principal Protected Notes Linked to
Nikkei 225
Index and 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
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.
|
Very
truly yours,
|
|
|
|
|
|
/s/
Davis Polk & Wardwell
|
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. 575 dated July 27, 2007 relating to Lesser Index Principal
Protected Notes Linked to the Nikkei 225 Index and the Dow Jones
EURO STOXX
50®
Index due
September 10, 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
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
8.6
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. 576 dated July 27, 2007 relating to Lesser Index
Principal
Protected Notes Linked to the Nikkei 225 Index and the S&P 500®
Index due September
10, 2008 (the “Pricing Supplement”) to product supplement no. 16-III dated
February 9, 2007 relating to Lesser Index Principal Protected Notes
Linked to
Nikkei 225 Index and 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
8.7
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. 577 dated July 27, 2007 relating to 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 8, 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,
|
|
|
|
|
|
/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. 578 dated July 27, 2007 relating to 12.75% Reverse
Exchangeable
Notes due July 31, 2008 Linked to the Common Stock of QUALCOMM
Incorporated (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. 579 dated July 30, 2007 relating to 8.75% (equivalent to
17.50%
per annum) Reverse Exchangeable Notes due February 4, 2008 Linked to the
Common
Stock of Lehman Brothers Holdings 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
|