SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): February 6, 2006
JPMORGAN CHASE & CO.
(Exact Name of Registrant
as Specified in Charter)
|(State or Other Jurisdiction of Incorporation)|
|(Commission File Number)||(IRS Employer Identification No.)|
|270 Park Avenue,|
|New York, NY||10017|
|(Address of Principal Executive Offices)||(Zip Code)|
Registrants 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
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||Tax Opinion of Davis Polk & Wardwell|
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.|
|By:||/s/ James C. P. Berry|
|Name:||James C. P. Berry|
|Title:||Assistant Corporate Secretary|
Dated: February 6, 2006
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
February 6, 2006
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 February 6, 2006 relating to Principal Protected Notes Linked to a Basket Consisting of the AMEX Hong Kong 30 Index, the MSCI Taiwan Index and the MSCI Singapore Index due February 10, 2011 (the Pricing Supplement) to product supplement no. 9-I dated January 18, 2006 relating to Principal Protected Notes Linked to a Basket Consisting of the AMEX Hong Kong 30 Index, the MSCI Taiwan Index and the MSCI Singapore Index (the Product Supplement) to a prospectus supplement dated December 1, 2005 (the Prospectus Supplement) for the Companys 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 Companys 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 discussion 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, sets 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|