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): January 28, 2008
 
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
communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o
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 Reverse Exchangeable Notes due April 30, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.2
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due April 30, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.3
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.4
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.5
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.6
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.7
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due January 30, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.8
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due January 30, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.9
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due January 30, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.10
Tax Opinion of Davis Polk & Wardwell relating to 9.25% per annum Reverse Exchangeable Notes due January 30, 2009 Linked to the Common Stock of Exxon Mobil Corporation
8.11
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the MSCI EAFE ® Index due July 31, 2009
8.12
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due July 31, 2009
8.13
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due July 31, 2009
8.14
Tax Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index due January 31, 2011
8.15
Tax Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index due January 31, 2011
8.16
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Dual Directional Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices due April 30, 2012
8.17
Tax Opinion of Davis Polk & Wardwell relating to Upside Auto Callable Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.18
Tax Opinion of Davis Polk & Wardwell relating to 12.00% per annum Reverse Exchangeable Notes due January 30, 2009 Linked to the Common Stock of Bank of America Corporation
8.19
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.20
Tax Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund due July 31, 2009
8.21
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Knock-Out Notes Linked to the S&P 500 ® Index due May 1, 2009
8.22
Tax Opinion of Davis Polk & Wardwell relating to 14.50% per annum Reverse Exchangeable Notes due February 2, 2009 Linked to the Common Stock of Apple Inc.
 
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: January 30, 2008
 
3

EXHIBIT INDEX  
 
Exhibit Number
 
Description
8.1
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due April 30, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.2
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due April 30, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.3
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.4
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.5
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.6
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.7
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due January 30, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.8
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due January 30, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.9
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due January 30, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.10
 
Tax Opinion of Davis Polk & Wardwell relating to 9.25% per annum Reverse Exchangeable Notes due January 30, 2009 Linked to the Common Stock of Exxon Mobil Corporation
8.11
 
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the MSCI EAFE ® Index due July 31, 2009
8.12
 
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due July 31, 2009
8.13
 
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due July 31, 2009
8.14
 
Tax Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index due January 31, 2011
8.15
 
Tax Opinion of Davis Polk & Wardwell relating to Index Basket Knock-Out Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index due January 31, 2011
8.16
 
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Dual Directional Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices due April 30, 2012
8.17
 
Tax Opinion of Davis Polk & Wardwell relating to Upside Auto Callable Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.18
 
Tax Opinion of Davis Polk & Wardwell relating to 12.00% per annum Reverse Exchangeable Notes due January 30, 2009 Linked to the Common Stock of Bank of America Corporation
8.19
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.20
 
Tax Opinion of Davis Polk & Wardwell relating to Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund due July 31, 2009
8.21
 
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Knock-Out Notes Linked to the S&P 500 ® Index due May 1, 2009
8.22
 
Tax Opinion of Davis Polk & Wardwell relating to 14.50% per annum Reverse Exchangeable Notes due February 2, 2009 Linked to the Common Stock of Apple Inc.
 
 
4
 
 
 
Exhibit 8.1

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

 
January 30, 2008
 
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. 958 dated January 28, 2008 relating to Reverse Exchangeable Notes due April 30, 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 8.2

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

 
January 30, 2008
 
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. 959 dated January 28, 2008 relating to Reverse Exchangeable Notes due April 30, 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 8.3

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

 
January 30, 2008
 
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. 960 dated January 28, 2008 relating to Reverse Exchangeable Notes due July 31, 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 8.4

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

 
January 30, 2008
 
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. 961 dated January 28, 2008 relating to Reverse Exchangeable Notes due July 31, 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 8.5

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

 
January 30, 2008
 
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. 962 dated January 28, 2008 relating to Reverse Exchangeable Notes due July 31, 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 8.6

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

 
January 30, 2008
 
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. 963 dated January 28, 2008 relating to Reverse Exchangeable Notes due July 31, 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

 
January 30, 2008
 
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. 964 dated January 28, 2008 relating to Reverse Exchangeable Notes due January 30, 2009 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 8.8

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

 
January 30, 2008
 
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. 965 dated January 28, 2008 relating to Reverse Exchangeable Notes due January 30, 2009 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 8.9

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

 
January 30, 2008
 
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. 966 dated January 28, 2008 relating to Reverse Exchangeable Notes due January 30, 2009 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 8.10

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

 
January 30, 2008
 
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. 967 dated January 28, 2008 relating to 9.25% per annum Reverse Exchangeable Notes due January 30, 2009 Linked to the Common Stock of Exxon Mobil 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 8.11

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

 
January 30, 2008
 
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. 968 dated January 28, 2008 relating to Buffered Return Enhanced Notes Linked to the MSCI EAFE ® Index due July 31, 2009 (the “Pricing Supplement”) to product supplement no. 39-VIII dated December 14, 2007 relating to Return Enhanced Notes Linked to a Weighted Basket Consisting of the S&P 500 ® Index, the S&P BRIC 40 Index, the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the Dow Jones U.S. Real Estate Index, the Dow Jones — AIG Commodity Index SM , the FTSE™ 100 Index, the MSCI EAFE ® Index, the NASDAQ-100 Index ® , the Russell 1000 ® Growth Index, the Russell 1000 ® Value Index, the Russell 2000 ® Index, the iShares ® MSCI Emerging Markets Index Fund and the Vanguard ® Emerging Markets ETF (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 8.12

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

 
January 30, 2008
 
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. 969 dated January 28, 2008 relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due July 31, 2009 (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 8.13

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

 
January 30, 2008
 
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. 970 dated January 28, 2008 relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due July 31, 2009 (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 8.14

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

 
January 30, 2008
 
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. 971 dated January 28, 2008 relating to Index Basket Knock-Out Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index due January 31, 2011 (the “Pricing Supplement”) to product supplement no. 98-I dated October 1, 2007 relating to Index Knock-Out Notes Linked to a Weighted Basket Consisting of the S&P 500 ® Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index, or Linked to Any One of the Foregoing (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 8.15

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

 
January 30, 2008
 
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. 972 dated January 28, 2008 relating to Index Basket Knock-Out Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index due January 31, 2011 (the “Pricing Supplement”) to product supplement no. 98-I dated October 1, 2007 relating to Index Knock-Out Notes Linked to a Weighted Basket Consisting of the S&P 500 ® Index, the Nikkei 225 Index and the Dow Jones EURO STOXX 50 ® Index, or Linked to Any One of the Foregoing (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 8.16

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

 
January 30, 2008
 
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. 973 dated January 28, 2008 relating to Principal Protected Dual Directional Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices due April 30, 2012 (the “Pricing Supplement”) to product supplement no. 102-I dated October 15, 2007 relating to Principal Protected Dual Directional Notes Linked to a Weighted Basket Consisting of up to Thirteen Commodities and/or Five Commodity Indices, or Linked to Any One of the Foregoing (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 8.17

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

 
January 30, 2008
 
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. 974 dated January 28, 2008 relating to Upside Auto Callable Reverse Exchangeable Notes due July 31, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer (the “Pricing Supplement”) to product supplement no. 108-I dated December 13, 2007 relating to Upside Auto Callable 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 8.18

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

 
January 30, 2008
 
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. 975 dated January 28, 2008 relating to 12.00% per annum Reverse Exchangeable Notes due January 30, 2009 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 8.19

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

 
January 30, 2008
 
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. 976 dated January 28, 2008 relating to Reverse Exchangeable Notes due July 31, 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 8.20

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

 
January 30, 2008
 
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. 977 dated January 28, 2008 relating to Return Enhanced Notes Linked to the iShares ® MSCI Emerging Markets Index Fund due July 31, 2009 (the “Pricing Supplement”) to product supplement no. 39-VIII dated December 14, 2007 relating to Return Enhanced Notes Linked to a Weighted Basket Consisting of the S&P 500 ® Index, the S&P BRIC 40 Index, the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the Dow Jones U.S. Real Estate Index, the Dow Jones — AIG Commodity Index SM , the FTSE™ 100 Index, the MSCI EAFE ® Index, the NASDAQ-100 Index ® , the Russell 1000 ® Growth Index, the Russell 1000 ® Value Index, the Russell 2000 ® Index, the iShares ® MSCI Emerging Markets Index Fund and the Vanguard ® Emerging Markets ETF (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” 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” 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 8.21

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

 
January 30, 2008
 
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. 979 dated January 28, 2008 relating to Principal Protected Knock-Out Notes Linked to the S&P 500 ® Index due May 1, 2009 (the “Pricing Supplement”) to product supplement no. 14-II dated December 21, 2006 relating to Principal Protected Notes Linked to 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 8.22

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

 
January 30, 2008
 
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. 980 dated January 29, 2008 relating to 14.50% per annum Reverse Exchangeable Notes due February 2, 2009 Linked to the Common Stock of Apple 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