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. 693 dated September
20, 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 October 2,
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.