Current Report

 
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
 
Date of report (Date of earliest event reported): October 18, 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 Exhibit is incorporated by reference into the Registration Statement on Form S-3ASR (333-130051) of JPMorgan Chase & Co. (the “Registrant”) as exhibit thereto and is filed as part of this Current Report.
 
8.1
Tax Opinion of Davis Polk & Wardwell relating to Callable Step-Up Notes due October 26, 2032
 
 
 
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/ Neila B. Radin
 
 
Name:
Neila B. Radin
 
 
Title:
Senior Vice President
 
Dated: October 18, 2007
 
3

 
EXHIBIT INDEX
 
Exhibit Number
 
Description
8.1
 
Tax Opinion of Davis Polk & Wardwell relating to Callable Step-Up Notes due October 26, 2032
 
 
 
 
 
 
 
4


 
Exhibit 8.1

DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
October 18, 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 no. 748 dated October 18, 2007 relating to Callable Step-Up Notes due October 26, 2032 (the “Pricing Supplement”) to product supplement no. 92-I dated August 6, 2007 relating to Step-Up Notes (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 October 12, 2006 (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 Fixed-Rate 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 Fixed-Rate 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