Current Report
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
DC 20549
FORM
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the
Securities
Exchange Act of 1934
Date of
report (Date of earliest event reported): October 24, 2008
JPMORGAN
CHASE & CO.
(Exact
Name of Registrant
as
Specified in Charter)
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DELAWARE
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(State
or Other Jurisdiction of Incorporation)
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001-05805
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13-2624428
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(Commission
File Number)
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(IRS
Employer Identification No.)
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270
Park Avenue,
New
York, NY
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10017
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(Address
of Principal Executive Offices)
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(Zip
Code)
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Registrant’s
telephone number, including area code:
(212)
270-6000
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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):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
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o
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
9.01.
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Financial
Statements and Exhibits
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(d)
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Exhibits
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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.
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8.1
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Tax
Opinion of Sidley Austin
llp
relating to $4,124,000 Buffered Return Enhanced Notes Linked to an Equally
Weighted Basket Consisting of the S&P 500
®
Index and the iShares
®
MSCI Emerging Markets Index Fund due April 29,
2011
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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.
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JPMORGAN
CHASE & CO.
(Registrant)
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By:
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/s/ Neila B. Radin | |
| Name: Neila B. Radin | |||
| Title: Senior Vice President | |||
Dated: October
28, 2008
EXHIBIT
INDEX
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Exhibit
Number
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Description
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8.1
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Tax
Opinion of Sidley Austin
llp
relating to $4,124,000 Buffered Return Enhanced Notes Linked to an
Equally Weighted Basket Consisting of the S&P 500
®
Index and the iShares
®
MSCI Emerging Markets Index Fund due April 29,
2011
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4
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SIDLEY
AUSTIN
llp
787
SEVENTH AVENUE
NEW
YORK, NY 10019
(212)
839 5300
(212)
839 5599 FAX
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BEIJING
BRUSSELS
CHICAGO
DALLAS
FRANKFURT
GENEVA
HONG KONG
LONDON
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LOS
ANGELES
NEW
YORK
SAN
FRANCISCO
SHANGHAI
SINGAPORE
SYDNEY
TOKYO
WASHINGTON,
D.C.
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FOUNDED 1866
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Exhibit
8.1
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October
28, 2008
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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. 1627 dated October 24, 2008 relating to $4,124,000
Buffered Return Enhanced Notes Linked to an Equally Weighted Basket Consisting
of the S&P 500
®
Index
and the iShares
®
MSCI
Emerging Markets Index Fund due April 29, 2011 (the “Pricing Supplement”) to
product supplement no. 39-XII dated September 3, 2008 relating to Return
Enhanced Notes Linked to a Weighted Basket Consisting of One or More of the
S&P 500
®
Index,
the S&P MidCap 400
®
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 MSCI World Index
SM
, the
NASDAQ-100 Index
®
, the
Russell 1000
®
Growth
Index, the Russell 1000
®
Value
Index, the Russell 2000
®
Index,
the iShares
®
Dow
Jones U.S. Real Estate Index Fund, the iShares
®
MSCI
Emerging Markets Index Fund, the PowerShares Water Resources Portfolio, the
SPDR
®
S&P
®
Homebuilders ETF, the Financial Select Sector SPDR
®
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 “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.
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Very
truly yours,
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/s/
Sidley Austin
llp
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