Exhibit 5
October 19, 2001
J.P. Morgan Chase & Co.
270 Park Avenue
New York, New York 10017
Dear Sirs:
We have acted as counsel to J.P. Morgan Chase & Co., a
Delaware corporation (the "Corporation"), in connection with the Corporation's
Registration Statement on Form S-3 (the "Registration Statement") filed by the
Corporation with the Securities and Exchange Commission (the "Commission") under
the Securities Act of 1933, as amended (the "Act"), relating to (i) debt
securities, which may be either senior (the "Senior Securities") or subordinated
(the "Subordinated Securities") (collectively, the "Debt Securities"), (ii)
warrants to purchase the Debt Securities (the "Debt Warrants"), (iii) shares of
preferred stock of the Corporation, $1 par value per share (the "Preferred
Stock"), which may be issued in the form of depositary shares evidenced by
depositary receipts (the "Depositary Shares"), (iv) warrants to purchase shares
of Preferred Stock (the "Preferred Stock Warrants"), (v) shares of common stock
of the Corporation, par value $1.00 per share (the "Common Stock"), (vi)
warrants to purchase shares of Common Stock (the "Common Stock Warrants"), (vii)
currency warrants (the "Currency Warrants"), (viii) contracts which may be
issued by the Corporation under which the counterparty may be required to
purchase Debt Securities, Preferred Stock, Depositary Shares or Common Stock,
(ix) Debt Securities, Preferred Stock and Common Stock which may be issued upon
exercise of Securities
J.P. Morgan Chase & Co. -2- October 19, 2001
Warrants (as defined below) and (x) such indeterminate amount of Securities (as
defined below) as may be issued in exchange for or upon conversion of, as the
case may be, the Securities, with an aggregate initial public offering price of
up to $20,000,000,000 or the equivalent thereof in one or more foreign
currencies or composite currencies. The Corporation will not receive separate
consideration for any Securities that are issued in exchange for or upon
conversion of, as the case may be, Securities, or upon exercise of Securities
Warrants. The Debt Warrants, Preferred Stock Warrants and Common Stock Warrants
are hereinafter referred to collectively as the "Securities Warrants", and the
Debt Securities, Preferred Stock, Depositary Shares, Common Stock, Securities
Warrants and Currency Warrants are hereinafter referred to collectively as the
"Securities". The Securities may be issued or sold or delivered from time to
time as set forth in the Registration Statement, any amendment thereto, the
prospectus contained therein (the "Prospectus") and supplements to the
Prospectus (the "Prospectus Supplements").
The Senior Securities will be issued under an Indenture (the
"Senior Indenture") dated as of December 1, 1989, as amended, between the
Corporation and Bankers Trust Company, as Trustee (the "Senior Trustee"). The
Subordinated Securities will be issued under an Indenture (the "Subordinated
Indenture") dated as of April 1, 1987, as amended and restated as of December
15, 1992, and as further amended, between the Corporation and U.S. Bank Trust
National Association, as Trustee (the "Subordinated Trustee"). The Senior
Indenture and the Subordinated Indenture are hereinafter referred to
collectively as the "Indentures".
J.P. Morgan Chase & Co. -3- October 19, 2001
The Common Stock Warrants will be issued under a Common Stock
Warrant Agreement (the "Common Stock Warrant Agreement") between the Corporation
and the warrant agent. The Debt Warrants will be issued under a Debt Warrant
Agreement (the "Debt Warrant Agreement") between the Corporation and the warrant
agent. The Preferred Stock Warrants will be issued under a Preferred Stock
Warrant Agreement (the "Preferred Stock Warrant Agreement") between the
Corporation and the warrant agent. The Currency Warrants will be issued under a
Currency Warrant Agreement (the "Currency Warrant Agreement") between the
Corporation and the warrant agent. The Common Stock Warrant Agreement, the Debt
Warrant Agreement, the Preferred Stock Warrant Agreement and the Currency
Warrant Agreement are hereinafter referred to collectively as the "Warrant
Agreements". Each party to a Warrant Agreement other than the Corporation is
referred to hereinafter as a "Counterparty".
We have examined the Registration Statement, a form of the
share certificate, a form of the Certificate of Designations, the Indentures,
and forms of the Warrant Agreements, all of which have been filed with the
Commission as exhibits to the Registration Statement. We have also examined the
originals, or duplicates or certified or conformed copies, of such records,
agreements, instruments and other documents and have made such other and further
investigations as we have deemed relevant and necessary in connection with the
opinions expressed herein. As to questions of fact material to this opinion, we
have relied upon certificates of public officials and of officers and
representatives of the Corporation.
J.P. Morgan Chase & Co. -4- October 19, 2001
In rendering the opinions 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 have also assumed that: (1) the Senior Indenture is the valid and
legally binding obligation of the Senior Trustee; (2) the Subordinated Indenture
is the valid and legally binding obligation of the Subordinated Trustee; and (3)
at the time of execution, countersignature, issuance and delivery of any
Securities Warrants or Currency Warrants, the related Warrant Agreement will be
the valid and legally binding obligation of each Counterparty thereto.
Based upon the foregoing, and subject to the qualifications
and limitations stated herein, we are of the opinion that:
1. The Debt Securities have been duly authorized and
(i) when the Registration Statement has become effective under the Act,
and (ii) when duly executed and authenticated in accordance with the
terms of the Indentures, and delivered and sold and upon payment in
full of the consideration therefor provided for in the applicable
definitive purchase, underwriting or similar agreement approved by the
Board of Directors of the Corporation, a duly constituted and acting
committee of such Board or duly authorized officers of the Corporation
(such Board of Directors, committee or authorized officers being
hereinafter referred to as the "Board") and otherwise in accordance
with the provisions of the relevant Indenture and such agreement, will
constitute valid and legally binding obligations of the Corporation
enforceable against the Corporation in accordance with their terms and
entitled to the benefits of such Indentures.
2. The shares of Preferred Stock have been duly
authorized and (i) when the Registration Statement has become effective
under the Act, (ii) when the Certificate of Designations has been duly
filed, and (iii) when the shares of Preferred Stock, in the form filed
as an exhibit to the Registration Statement, have been duly executed,
countersigned, delivered and sold by the Corporation, and upon payment
in full of the consideration therefor provided for in the applicable
definitive
J.P. Morgan Chase & Co. -5- October 19, 2001
purchase, underwriting or similar agreement approved by the Board, such
shares of Preferred Stock will be validly issued, fully paid and
nonassessable.
3. The shares of Common Stock have been duly
authorized and (i) when the Registration Statement has become effective
under the Act and (ii) when the shares of Common Stock in the form
filed as an exhibit to the Registration Statement have been duly
executed, countersigned, delivered and sold by the Corporation, and
upon payment in full of the consideration therefor provided for in the
applicable definitive purchase, underwriting or similar agreement
approved by the Board, such shares of Common Stock will be validly
issued, fully paid and nonassessable.
4. The Securities Warrants have been duly authorized
and (i) when the Registration Statement has become effective under the
Act, (ii) upon the execution and delivery of a Debt Warrant Agreement,
Preferred Stock Warrant Agreement or Common Stock Warrant Agreement, as
the case may be, relating to such Securities Warrants in the form filed
as an exhibit to the Registration Statement, and (iii) when such
Securities Warrants have been duly executed, countersigned, delivered
and sold by the Corporation in the applicable form filed as an exhibit
to the applicable Warrant Agreement, and upon payment in full of the
consideration therefor provided for in the applicable definitive
purchase, underwriting or similar agreement approved by the Board, such
Securities Warrants will constitute valid and legally binding
obligations of the Corporation enforceable against the Corporation in
accordance with their terms.
5. The Currency Warrants have been duly authorized
and (i) when the Registration Statement has become effective under the
Act, (ii) upon the execution and delivery of a Currency Warrant
Agreement relating to such Currency Warrants in the form filed as an
exhibit to the Registration Statement and (iii) when such Currency
Warrants have been duly executed, countersigned, delivered and sold by
the Corporation in the applicable form filed as an exhibit to the
Currency Warrant Agreement, and upon payment in full of the
consideration therefor provided for in the applicable definitive
purchase, underwriting or similar agreement approved by the Board, such
Currency Warrants will constitute valid and legally binding obligations
of the Corporation enforceable against the Corporation in accordance
with their terms.
6. The Depositary Shares have been duly authorized
and (i) when the Registration Statement has become effective under the
Act, (ii) when the deposit agreement under which the Depositary Shares
are to be issued has been duly executed and delivered, (iii) when the
preferred stock represented by the depositary shares has been duly
delivered to the depositary under the deposit agreement and (iv) when
the depositary receipts evidencing the Depositary Shares have been duly
issued against deposit of the preferred stock in accordance with the
deposit agreement, and
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issued and sold and upon payment in full therefor provided for in the
applicable definitive purchase, underwriting or similar agreement
approved by the Board, the depositary receipts evidencing the
Depositary Shares will be validly issued and will entitle the holders
thereof to the rights specified in the Depositary Shares and the
deposit agreement.
Our opinions set forth in paragraph 1, 4, 5 and 6 above are
subject to the effects of (i) 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 are members of the Bar of the State of New York, and 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.
J.P. Morgan Chase & Co. -7- October 19, 2001
We hereby consent to the filing of this opinion letter as an
exhibit 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
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SIMPSON THACHER & BARTLETT