JPMorgan Chase & Co.
J P MORGAN CHASE & CO (Form: 8-K, Received: 10/02/2006 16:51:12)


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): September 29, 2006

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 Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the FTSE TM 100 Index, the S&P BRIC 40 Index and the CECEEUR Index due October 1, 2009
  8.2   Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the FTSE TM 100 Index, the S&P BRIC 40 Index and the CECEEUR Index due September 30, 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.

JPMORGAN CHASE & CO.
(Registrant)
     
     
By:  /s/ Anthony J. Horan
 
  Name:  Anthony J. Horan
  Title: Corporate Secretary

Dated: October 2, 2006

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EXHIBIT INDEX

Exhibit Number   Description

 
8.1   Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the FTSE TM 100 Index, the S&P BRIC 40 Index and the CECEEUR Index due October 1, 2009
8.2   Tax Opinion of Davis Polk & Wardwell relating to Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the FTSE TM 100 Index, the S&P BRIC 40 Index and the CECEEUR Index due September 30, 2011

 

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Exhibit 8.1

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

  October 2, 2006

JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

      We have acted as special tax counsel to JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware (the “Company”), in connection with the preparation and filing of a pricing supplement dated September 29, 2006 relating to Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the FTSE TM 100 Index, the S&P BRIC 40 Index and the CECEEUR Index due October 1, 2009 (the “Pricing Supplement”) to product supplement no. 43-I dated September 28, 2006 relating to Return Enhanced Notes Linked Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the FTSE TM 100 Index, the S&P BRIC 40 Index and the CECEEUR 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 8.2

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

  October 2, 2006

JPMorgan Chase & Co.
270 Park Avenue
New York, New York 10017

Ladies and Gentlemen:

      We have acted as special tax counsel to JPMorgan Chase & Co., a corporation incorporated under the laws of Delaware (the “Company”), in connection with the preparation and filing of a pricing supplement dated September 29, 2006 relating to Buffered Return Enhanced Notes Linked to a Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the FTSE TM 100 Index, the S&P BRIC 40 Index and the CECEEUR Index due September 30, 2011 (the “Pricing Supplement”) to product supplement no. 43-I dated September 28, 2006 relating to Return Enhanced Notes Linked Weighted Basket Consisting of the Nikkei 225 Index, the Dow Jones EURO STOXX 50 ® Index, the FTSE TM 100 Index, the S&P BRIC 40 Index and the CECEEUR 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