DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
April 13, 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 April 13, 2006 relating to Best of Floating Rate Notes Linked to the 2-year, 5-year and 10-year Constant Maturity U.S. Treasury Rates due October 19, 2009 (the “Pricing Supplement”) to product supplement no. 30-I dated April 5, 2006 relating to Best of Floating Rate Notes Linked to Constant Maturity U.S. Treasury Rates (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 discussion 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” in the Pricing Supplement, subject to the conditions and limitations described therein, sets 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” 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 |
