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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): December 8, 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
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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):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 240.14d-2(b))
[ ] 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 Exhibit is incorporated by reference into the Registration
Statement on Form S-3ASR (333-130051) of JPMorgan Chase & Co. (the
"Registrant") as exhibit thereto and is filed as part of this Current Report.
8.1 Tax Opinion of Simpson Thacher & Bartlett LLP relating to
Principal Protected Auto Callable Knock-Out Notes Linked to the
iShares(R) MSCI Emerging Markets Index Fund due December 11, 2008.
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
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Name: Anthony J. Horan
Title: Corporate Secretary
Dated: December 13, 2006
EXHIBIT INDEX
Exhibit Number Description
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8.1 Tax Opinion of Simpson Thacher & Bartlett LLP relating to
Principal Protected Auto Callable Knock-Out Notes Linked to
the iShares(R) MSCI Emerging Markets Index Fund due
December 11, 2008.
Exhibit 8.1
SIMPSON THACHER & BARTLETT LLP
425 LEXINGTON AVENUE
NEW YORK, NEW YORK 10017
December 13, 2006
JPMorgan Chase & Co.
270 Park Avenue
39th Floor
New York, NY 10017
Ladies and Gentlemen:
We have acted as special tax counsel to JPMorgan Chase & Co., a Delaware
corporation, (the "Company") in connection with the preparation and filing of
a pricing supplement dated December 13, 2006 relating to Principal Protected
Auto Callable Knock-Out Notes Linked to the iShares(R) MSCI Emerging Markets
Index Fund due December 11, 2008 (the "Notes") of the Company (the "Pricing
Supplement") to Product Supplement no. 52-I dated November 9, 2006 relating to
Principal Protected Auto Callable Knock-Out Notes Linked to the iShares MSCI
Emerging Markets Index Fund (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") filed by the Company pursuant to Rule 424(b) of the rules and
regulations of the Securities and Exchange Commission under the Securities
Act.
In delivering this opinion we have reviewed and relied upon: (i) the
Pricing Supplement; (ii) the Product Supplement; (iii) the Prospectus
Supplement; (iv) the Prospectus; (v) the term sheet dated November 13, 2006,
(vi) the indenture dated May 25, 2001 between the Company and Bankers Trust
Company; (vii) the Global Note dated December 13, 2006; (viii) the Calculation
Agent Agreement dated December 1, 2005; and have made such other
investigations as we have deemed relevant and necessary in connection with the
opinions hereinafter set forth.
In rendering the opinions described 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 have also assumed that the transactions related to the issuance
of the Notes will be consummated in accordance with the terms of the documents
described herein.
Based upon the foregoing and subject to the qualifications, assumptions
and limitations stated herein, in the Product Supplement, and in the Pricing
Supplement, (i) we hereby confirm our opinion set forth in the Pricing
Supplement under the caption "Taxed as Contingent Payment Debt Instruments"
and (ii) we are of the opinion that the statements made in the Product
Supplement under the caption "Certain U.S Federal Income Tax Consequences,"
insofar as they purport to constitute summaries of matters of United States
federal tax law and regulations or legal conclusions with respect thereto,
constitute accurate summaries of the matters described therein in all material
respects.
We express no opinion with respect to the transactions referred to herein
or in the Pricing Supplement, the Product Supplement, the Prospectus
Supplement, or the Prospectus other than as expressly set forth herein. We do
not express any opinion herein concerning any law other than the federal law
of the United States.
We hereby consent to the filing of this opinion as an exhibit to the
Company's Form 8-K (which is deemed incorporated by reference into the
Prospectus) and to the use of our name under the caption "Legal Matters" in
the Prospectus Supplement.
Very truly yours,
/s/ SIMPSON THACHER & BARTLETT LLP