<DOCUMENT>
<TYPE>EX-5.2
<SEQUENCE>7
<FILENAME>file006.txt
<DESCRIPTION>OPINIONS
<TEXT>


<PAGE>



                    [Letterhead of Richards, Layton & Finger]




                                                 September 5, 2001




J.P. Morgan Chase Capital X
c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

                  Re:      J.P. Morgan Chase Capital X

Ladies and Gentlemen:

      We have acted as special Delaware counsel for J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), and J.P. Morgan Chase Capital X, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

      (a) The Certificate of Trust of the Trust, dated as of August 24, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 27, 2001;

      (b) The Trust Agreement of the Trust, dated as of August 24, 2001, among
the Company, as Depositor, and the trustees of the Trust named therein;

      (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be filed
by the Company, the Trust and others as set forth therein with the Securities
and Exchange Commission on or about September 5, 2001;

<PAGE>


J.P. Morgan Chase Capital X
September 5, 2001
Page 2



      (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, C and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

      (e) A Certificate of Good Standing for the Trust, dated September 4, 2001,
obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Securities Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Security Holders
in accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.


<PAGE>


J.P. Morgan Chase Capital X
September 5, 2001
Page 3



      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

      2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

      3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.


                                   Very truly yours,

                                   /s/ Richards, Layton & Finger

BJK/KML


<PAGE>









                    [Letterhead of Richards, Layton & Finger]




                                                 September 5, 2001




J.P. Morgan Chase Capital XI
c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

                  Re:      J.P. Morgan Chase Capital XI

Ladies and Gentlemen:

      We have acted as special Delaware counsel for J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), and J.P. Morgan Chase Capital XI, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

      (a) The Certificate of Trust of the Trust, dated as of August 24, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 27, 2001;

      (b) The Trust Agreement of the Trust, dated as of August 24, 2001, among
the Company, as Depositor, and the trustees of the Trust named therein;

      (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be filed
by the Company, the Trust and others as set forth therein with the Securities
and Exchange Commission on or about September 5, 2001;

<PAGE>


J.P. Morgan Chase Capital XI
September 5, 2001
Page 2



      (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, C and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

      (e) A Certificate of Good Standing for the Trust, dated September 4, 2001,
obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Securities Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Security Holders
in accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.


<PAGE>


J.P. Morgan Chase Capital XI
September 5, 2001
Page 3



      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

      2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

      3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.


                                 Very truly yours,

                                 /s/ Richards, Layton & Finer

BJK/KML


<PAGE>









                    [Letterhead of Richards, Layton & Finger]




                                                 September 5, 2001




J.P. Morgan Chase Capital XII
c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

                  Re:      J.P. Morgan Chase Capital XII

Ladies and Gentlemen:

      We have acted as special Delaware counsel for J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), and J.P. Morgan Chase Capital XII, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

      (a) The Certificate of Trust of the Trust, dated as of August 24, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 27, 2001;

      (b) The Trust Agreement of the Trust, dated as of August 24, 2001, among
the Company, as Depositor, and the trustees of the Trust named therein;

      (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be filed
by the Company, the Trust and others as set forth therein with the Securities
and Exchange Commission on or about September 5, 2001;


<PAGE>


J.P. Morgan Chase Capital XII
September 5, 2001
Page 2



      (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, C and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

      (e) A Certificate of Good Standing for the Trust, dated September 4, 2001,
obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Securities Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Security Holders
in accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.


<PAGE>


J.P. Morgan Chase Capital XII
September 5, 2001
Page 3



      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

      2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

      3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.


                                    Very truly yours,

                                     /s/ Richards, Layton & Finger

BJK/KML




<PAGE>








                    [Letterhead of Richards, Layton & Finger]




                                                 September 5, 2001




J.P. Morgan Chase Capital XIII
c/o J.P. Morgan Chase & Co.
270 Park Avenue
New York, NY 10017

                  Re:      J.P. Morgan Chase Capital XIII

Ladies and Gentlemen:

      We have acted as special Delaware counsel for J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), and J.P. Morgan Chase Capital XIII, a
Delaware business trust (the "Trust"), in connection with the matters set forth
herein. At your request, this opinion is being furnished to you.

      For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:

      (a) The Certificate of Trust of the Trust, dated as of August 24, 2001
(the "Certificate"), as filed in the office of the Secretary of State of the
State of Delaware (the "Secretary of State") on August 27, 2001;

      (b) The Trust Agreement of the Trust, dated as of August 24, 2001, among
the Company, as Depositor, and the trustees of the Trust named therein;

      (c) Amendment No. 1 to the Registration Statement (the "Registration
Statement") on Form S-3, including a preliminary prospectus (the "Prospectus"),
relating to the preferred securities of the Trust representing preferred
undivided beneficial interests in the assets of the Trust (each, a "Capital
Security" and collectively, the "Capital Securities"), as proposed to be filed
by the Company, the Trust and others as set forth therein with the Securities
and Exchange Commission on or about September 5, 2001;



<PAGE>


J.P. Morgan Chase Capital XIII
September 5, 2001
Page 2



      (d) A form of Amended and Restated Trust Agreement of the Trust, to be
entered into among the Company, as Depositor, the trustees of the Trust named
therein, and the holders, from time to time, of undivided beneficial interests
in the assets of the Trust (including Exhibits A, C and D thereto) (the "Trust
Agreement"), attached as an exhibit to the Registration Statement; and

      (e) A Certificate of Good Standing for the Trust, dated September 4, 2001,
obtained from the Secretary of State.

      Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreement.

      For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (e) above. In particular, we
have not reviewed any document (other than the documents listed in paragraphs
(a) through (e) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that is inconsistent with the opinions
stated herein. We have conducted no independent factual investigation of our own
but rather have relied solely upon the foregoing documents, the statements and
information set forth therein and the additional matters recited or assumed
herein, all of which we have assumed to be true, complete and accurate in all
material respects.

      With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

      For purposes of this opinion, we have assumed (i) that the Trust Agreement
and the Certificate are in full force and effect and have not been amended, (ii)
except to the extent provided in paragraph 1 below, that each of the parties to
the documents examined by us has been duly created, organized or formed, as the
case may be, and is validly existing in good standing under the laws of the
jurisdiction governing its creation, organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) that each of the parties to the documents examined by us has duly
authorized, executed and delivered such documents, (vi) the receipt by each
Person to whom a Capital Security is to be issued by the Trust (collectively,
the "Capital Security Holders") of a Capital Securities Certificate for such
Capital Security and the payment for the Capital Security acquired by it, in
accordance with the Trust Agreement and the Registration Statement, and (vii)
that the Capital Securities are issued and sold to the Capital Security Holders
in accordance with the Trust Agreement and the Registration Statement. We have
not participated in the preparation of the Registration Statement and assume no
responsibility for its contents.


<PAGE>


J.P. Morgan Chase Capital XIII
September 5, 2001
Page 3



      This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal laws
and rules and regulations relating thereto. Our opinions are rendered only with
respect to Delaware laws and rules, regulations and orders thereunder that are
currently in effect.

      Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

      1. The Trust has been duly created and is validly existing in good
standing as a business trust under the Delaware Business Trust Act.

      2. The Capital Securities will represent valid and, subject to the
qualifications set forth in paragraph 3 below, fully paid and nonassessable
undivided beneficial interests in the assets of the Trust.

      3. The Capital Security Holders, as beneficial owners of the Trust, will
be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Capital Security
Holders may be obligated to make payments as set forth in the Trust Agreement.

      We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. In addition, we hereby
consent to the use of our name under the heading "Legal Opinions" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within the category of Persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other Person for any purpose.


                                  Very truly yours,

                                  /s/ Richards, Layton & Finger

BJK/KML



</TEXT>
</DOCUMENT>
