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): May 19, 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 90% Principal Protected Notes Linked to the Performance of the U.S. Dollar Relative to a Currency Basket due May 23, 2011
8.2
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Dow Jones EURO STOXX 50 ® Index and the S&P BRIC 40 Index due November 22, 2013

 

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/ Anthony J. Horan
 
         
   
Name:
Anthony J. Horan
 
   
Title:
Corporate Secretary
 

 
Dated: May 21, 2008
 
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EXHIBIT INDEX
 
 
Exhibit Number
 
Description
8.1
Tax Opinion of Davis Polk & Wardwell relating to 90% Principal Protected Notes Linked to the Performance of the U.S. Dollar Relative to a Currency Basket due May 23, 2011
8.2
Tax Opinion of Davis Polk & Wardwell relating to Principal Protected Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Dow Jones EURO STOXX 50 ® Index and the S&P BRIC 40 Index due November 22, 2013

 
 
4
 
Exhibit 8.1

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

 
May 21, 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. 1263 dated May 19, 2008 relating to 90% Principal Protected Notes Linked to the Performance of the U.S. Dollar Relative to a Currency Basket due May 23, 2011 (the “Pricing Supplement”) to product supplement no. 49-III dated December 17, 2007 relating to Principal Protected Notes Linked to the Performance of a Weighted Basket of Currencies or Currency Relative to a Reference Currency (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 8.2

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

 
May 21, 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. 1264 dated May 19, 2008 relating to Principal Protected Notes Linked to an Equally Weighted Basket Consisting of the S&P 500 ® Index, the Dow Jones EURO STOXX 50 ® Index and the S&P BRIC 40 Index due November 22, 2013 (the “Pricing Supplement”) to product supplement no. 85-II dated March 31, 2008 relating to Principal Protected Notes Linked to a Weighted Basket Consisting of up to Thirteen Commodities and/or the Performance of One or More Currencies Relative to a Reference Currency and/or One or More of the Dow Jones EURO STOXX 50 ® Index, the Nikkei 225 Index, the S&P 500 ® Index and the S&P BRIC 40 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 – 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