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): February 26, 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
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 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 February 28, 2011
8.2
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 February 28, 2011
8.3
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due August 28, 2009
8.4
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due August 28, 2009
8.5
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due February 26, 2010
8.6
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due May 29, 2009
8.7
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due January 29 , 2010
8.8
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 August 30, 2012
8.9
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the MSCI EAFE ® Index due August 28, 2009
8.10
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due October 30, 2009
8.11
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due May 30, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.12
Tax Opinion of Davis Polk & Wardwell relating to 3.75% (equivalent to 15.00% per annum) Reverse Exchangeable Notes due May 30, 2008 Linked to American Depositary Shares, Each Representing One Common Share of Companhia Vale do Rio Doce
8.13
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.14
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.15
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.16
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due February 27, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.17
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due February 27, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.18
Tax Opinion of Davis Polk & Wardwell relating to Upside Auto Callable Reverse Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.19
Tax Opinion of Davis Polk & Wardwell relating to 34.90% Reverse Exchangeable Notes due February 27, 2009 Linked to the Least Performing Common Stock in the Dow Jones Industrial Average SM (not including the common stock of JPMorgan Chase & Co.)
8.20
Tax Opinion of Davis Polk & Wardwell relating to 9.00% per annum Reverse Exchangeable Notes due March 2, 2009 Linked to the Common Stock of Exxon Mobil Corporation
8.21
Tax Opinion of Davis Polk & Wardwell relating to 5.75% (equivalent to 11.50% per annum) Reverse Exchangeable Notes due August 29, 2008 Linked to the Common Stock of Marathon Oil Corporation
8.22
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the Common Stock of a Reference Stock Issuer

 
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: February 28, 2008
 
3
 
EXHIBIT INDEX
 
Exhibit Number
 
Description
8.1
 
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 February 28, 2011
8.2
 
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 February 28, 2011
8.3
 
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due August 28, 2009
8.4
 
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due August 28, 2009
8.5
 
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due February 26, 2010
8.6
 
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due May 29, 2009
8.7
 
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due January 29 , 2010
8.8
 
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 August 30, 2012
8.9
 
Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to the MSCI EAFE ® Index due August 28, 2009
8.10
 
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due October 30, 2009
8.11
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due May 30, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.12
 
Tax Opinion of Davis Polk & Wardwell relating to 3.75% (equivalent to 15.00% per annum) Reverse Exchangeable Notes due May 30, 2008 Linked to American Depositary Shares, Each Representing One Common Share of Companhia Vale do Rio Doce
8.13
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.14
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.15
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.16
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due February 27, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.17
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes due February 27, 2009 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.18
 
Tax Opinion of Davis Polk & Wardwell relating to Upside Auto Callable Reverse Exchangeable Notes due August 29, 2008 Each Linked to the Common Stock of a Different Single Reference Stock Issuer
8.19
 
Tax Opinion of Davis Polk & Wardwell relating to 34.90% Reverse Exchangeable Notes due February 27, 2009 Linked to the Least Performing Common Stock in the Dow Jones Industrial Average SM (not including the common stock of JPMorgan Chase & Co.)
8.20
 
Tax Opinion of Davis Polk & Wardwell relating to 9.00% per annum Reverse Exchangeable Notes due March 2, 2009 Linked to the Common Stock of Exxon Mobil Corporation
8.21
 
Tax Opinion of Davis Polk & Wardwell relating to 5.75% (equivalent to 11.50% per annum) Reverse Exchangeable Notes due August 29, 2008 Linked to the Common Stock of Marathon Oil Corporation
8.22
 
Tax Opinion of Davis Polk & Wardwell relating to Reverse Exchangeable Notes Linked to the Common Stock of a Reference Stock Issuer
 
 4
 
 
 
Exhibit 8.1
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 2008
 
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10013
 
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. 1035 dated February 26, 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 February 28, 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 8.2
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 2008
 
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10013
 
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. 1036 dated February 26, 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 February 28, 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 8.3
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 2008
 
JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10013
 
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. 1037 dated February 26, 2008 relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due August 28, 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 8.4
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1038 dated February 26, 2008 relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due August 28, 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 8.5
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1039 dated February 26, 2008 relating to Buffered Return Enhanced Notes Linked to the S&P 500 ® Index due February 26, 2010 (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 8.6
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1040 dated February 26, 2008 relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due May 29, 2009 (the “Pricing Supplement”) to product supplement no. 114-I dated February 1, 2008 relating to Principal Protected Dual Directional Knock-Out Notes Linked to One or More of the Following Indices: the S&P 500 ® Index, the Russell 2000 ® Index, 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 – Treated 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 – Treated 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

 
February 28, 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. 1041 dated February 26, 2008 relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due January 29, 2010 (the “Pricing Supplement”) to product supplement no. 114-I dated February 1, 2008 relating to Principal Protected Dual Directional Knock-Out Notes Linked to One or More of the Following Indices: the S&P 500 ® Index, the Russell 2000 ® Index, 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 – Treated 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 – Treated 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 8.8
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1042 dated February 26, 2008 relating to Principal Protected Dual Directional Notes Linked to a Weighted Basket Consisting of Three Commodities and Three Commodity Indices due August 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 8.9
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1043 dated February 26, 2008 relating to Buffered Return Enhanced Notes Linked to the MSCI EAFE ® Index due August 28, 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 8.10
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1044 dated February 26, 2008 relating to Principal Protected Dual Directional Knock-Out Notes Linked to the S&P 500 ® Index and the Russell 2000 ® Index due October 30, 2009 (the “Pricing Supplement”) to product supplement no. 114-I dated February 1, 2008 relating to Principal Protected Dual Directional Knock-Out Notes Linked to One or More of the Following Indices: the S&P 500 ® Index, the Russell 2000 ® Index, 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 – Treated 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 – Treated 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 8.11
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1045 dated February 26, 2008 relating to Reverse Exchangeable Notes due May 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 8.12
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1046 dated February 26, 2008 relating to 3.75% (equivalent to 15.00% per annum) Reverse Exchangeable Notes due May 30, 2008 Linked to American Depositary Shares, Each Representing One Common Share of Companhia Vale do Rio Doce (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 8.13
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1047 dated February 26, 2008 relating to Reverse Exchangeable Notes due August 29, 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 8.14
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1048 dated February 26, 2008 relating to Reverse Exchangeable Notes due August 29, 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 8.15
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1049 dated February 26, 2008 relating to Reverse Exchangeable Notes due August 29, 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 8.16
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1051 dated February 26, 2008 relating to Reverse Exchangeable Notes due February 27, 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 8.17
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1052 dated February 26, 2008 relating to Reverse Exchangeable Notes due February 27, 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 8.18
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1053 dated February 26, 2008 relating to Upside Auto Callable Reverse Exchangeable Notes due August 29, 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 8.19
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1054 dated February 26, 2008 relating to 34.90% Reverse Exchangeable Notes due February 27, 2009 Linked to the Least Performing Common Stock in the Dow Jones Industrial Average SM (not including the common stock of JPMorgan Chase & Co.) (the “Pricing Supplement”) to product supplement no. 37-V dated May 15, 2007 relating to Reverse Exchangeable Notes Linked to the Least Performing Common Stock in the Dow Jones Industrial Average SM (not including the common stock of JPMorgan Chase & Co.) (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

 
February 28, 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. 1055 dated February 26, 2008 relating to 9.00% per annum Reverse Exchangeable Notes due March 2, 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 8.21
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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. 1056 dated February 27, 2008 relating to 5.75% (equivalent to 11.50% per annum) Reverse Exchangeable Notes due August 29, 2008 Linked to the Common Stock of Marathon Oil 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 8.22
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017

 
February 28, 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 product supplement no. 34-VI dated February 28, 2008 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 and under the heading “Certain U.S. Federal Income Tax Consequences” in the Product 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 to be offered pursuant to the Product 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 and under the heading “Certain U.S. Federal Income Tax Consequences” in the Product 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