July 22, 2010
JPMorgan Chase & Co.
270 Park Avenue
New York, NY 10017
Ladies and Gentlemen:
We have acted as counsel to JPMorgan Chase & Co., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (File No. 333-146731) (the "Registration Statement") filed by the Company with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended, and the issuance by the Company of an additional $400,000,000 aggregate principal amount of 3.40% Notes due 2015 (the "Securities") pursuant to the Underwriting Agreement dated July 15, 2010 (the "Underwriting Agreement") between the Company and J.P. Morgan Securities Inc. The Securities are being issued under the indenture dated as of December 1, 1989, as supplemented by the Agreement of Resignation, Appointment and Acceptance, dated March 29, 1996, and as amended by the First Supplemental Indenture, dated as of November 1, 2007, the Second Supplemental Indenture, dated as of December 2, 2008, the Third Supplemental Indenture, dated as of December 9, 2008, the Fourth Supplemental Indenture, dated as of December 12, 2008, and the Fifth Supplemental Indenture, dated as of December 22, 2008 (as so supplemented and amended, the "Indenture") between the Company and Deutsche Bank Trust Company Americas (formerly known as Bankers Trust Company) (the "Trustee").
We have examined the Registration Statement; the Indenture, which has been filed with the Commission as an exhibit to the Registration Statement; duplicates of the global notes representing the Securities; and the Underwriting Agreement. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other records, agreements, documents and other instruments and have made such other investigations as we have deemed relevant and necessary in connection with the opinions hereinafter set forth.As to questions of fact material to this opinion, we have relied upon certificates or comparable documents of public officials and of officers and representatives of the Company.
In rendering the opinion set forth below, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents. We also have assumed that the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Securities have been duly authorized, executed and issued by the Company and, assuming due authentication thereof by the Trustee or The Bank of New York Mellon, as authenticating agent under the Indenture on behalf of the Trustee, and upon payment and delivery in accordance with the Underwriting Agreement, the Securities will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
Our opinion set forth above is subject to (i) the effects of bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium and other similar laws relating to or affecting creditors' rights generally, (ii) general equitable principles (whether considered in a proceeding in equity or at law) and (iii) an implied covenant of good faith and fair dealing.
We do not express any opinion herein concerning any law other than the law of the State of New York, the federal law of the United States and the Delaware General Corporation Law (including the statutory provisions, all applicable provisions of the Delaware Constitution and reported judicial decisions interpreting the foregoing).
We hereby consent to the filing of this opinion letter as Exhibit 5.2 to the Registration Statement and to the use of our name under the caption "Legal Opinions" in the Prospectus included in the Registration Statement.
Very truly yours, |
/s/ Simpson Thacher & Bartlett LLP |
SIMPSON THACHER & BARTLETT LLP |