<DOCUMENT>
<TYPE>EX-5.(1)
<SEQUENCE>5
<FILENAME>e22886ex5_1.txt
<DESCRIPTION>OPINION OF SIMPSON THACHER AND BARLETT LLP
<TEXT>
                                                                     Exhibit 5.1

                         SIMPSON THACHER & BARTLETT LLP

                              425 LEXINGTON AVENUE
                            NEW YORK, N.Y. 10017-3954
                                 (212) 455-2000
                            FACSIMILE (212) 455-2502

                                                      December 1, 2005

JPMorgan Chase & Co.
270 Park Avenue
New York, New York 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 (the
"Registration Statement") filed by the Company, with the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities  Act"),  relating to (i) debt securities ("Debt  Securities");  (ii)
contracts for the purchase and sale of  securities  issued by us or by an entity
affiliated or not affiliated with us, a basket of those securities,  an index or
indices of those securities or any combination thereof, currencies, commodities,
or other  property (the "Purchase  Contracts");  (iii) warrants to purchase Debt
Securities  ("Debt  Warrants"),  to receive cash  determined  by reference to an
index or indices ("Index Warrants"),  to receive cash determined by reference to
currencies  ("Currency  Warrants"),  to receive cash  determined by reference to
interest rates ("Interest Rate Warrants"), or to purchase or sell (a) securities
of an  entity  other  than  JPMorgan  Chase,  a  basket  of such  securities  or
commodities, or (b) receive cash determined by reference to any other financial,
economic  or  other   measure  or  instrument   including   the   occurrence  or
non-occurrence of any other event or circumstance,  any combination of the above
("Universal Warrants," and together with Debt Warrants, Index Warrants, Currency
Warrants and Interest Rate Warrants, the "Warrants");  and (iv) Debt Securities,
Warrants and Purchase  Contracts or any combination  thereof that may be offered
in the  form of  Units  ("Units").  The  Debt  Securities,  Purchase  Contracts,
Warrants and Units are hereinafter referred to collectively as the "Securities."
The  Securities  may be issued  and sold or  delivered  from time to


<PAGE>

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")  and pursuant to Rule 415 under the
Securities Act and one or more product supplements and/or pricing supplements.

      The Debt Securities,  if any, are to be issued from time to time as senior
indebtedness  of the Company  under an  indenture  dated as of May 25, 2001 (the
"Indenture")  entered into between the Company and Deutsche  Bank Trust  Company
Americas (formerly Bankers Trust Company), as trustee (the "Trustee").

      The Debt Warrants,  if any, will be issued under a debt warrant  agreement
(the "Debt Warrant Agreement") to be entered into between the Company and a debt
warrant agent. The Index Warrants, if any, will be issued under an index warrant
agreement (the "Index Warrant Agreement") to be entered into between the Company
and an index warrant agent. The Currency Warrants,  if any, will be issued under
a currency warrant  agreement (the "Currency  Warrant  Agreement") to be entered
into  between  the Company  and a currency  warrant  agent.  The  Interest  Rate
Warrants,  if any, will be issued under an interest rate warrant  agreement (the
"Interest Rate Warrant Agreement") to be entered into between the Company and an
interest  rate warrant  agent.  The Universal  Warrants,  if any, will be issued
under a universal  warrant agreement (the "Universal  Warrant  Agreement") to be
entered into between the Company and a universal warrant agent. The Debt Warrant
Agreement,  the Index Warrant  Agreement,  the Currency Warrant  Agreement,  the
Interest  Rate  Warrant  Agreement  and  the  Universal  Warrant  Agreement  are
hereinafter referred to collectively as the "Warrant  Agreements." Each party to
a Warrant  Agreement  other than the  Company is referred  to  hereinafter  as a
"Counterparty."

      The  Units,  if any,  will be issued  under a unit  agreement  (the  "Unit
Agreement")  to be entered  into between the Company and a unit agent (the "Unit
Agent").

      We have examined the Registration  Statement,  the Indenture,  the form of
Purchase Contract,  the forms of Warrant Agreements,  the form of Unit Agreement
and the forms of  Securities,  each of which have been filed with the Commission
as exhibits to the Registration  Statement. We also have examined the originals,
or  duplicates  or certified or conformed  copies,  of such  corporate  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.


                                       2

<PAGE>

      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 also have
assumed that (1) the  Indenture is the valid and legally  binding  obligation of
the  Trustee;  (2) at the  time of  execution,  countersignature,  issuance  and
delivery of any Warrants,  the related  Warrant  Agreement will be the valid and
legally binding obligation of each Counterparty  thereto; and (3) at the time of
execution,  countersignature,  issuance and  delivery of any Units,  the related
Unit  Agreement  will be the valid and legally  binding  obligation  of the unit
agent thereto.

      We have  assumed  further  that at the  time of  execution,  issuance  and
delivery of the Purchase Contracts,  such Purchase Contracts will have been duly
authorized, executed and delivered by the Company.

      We have assumed  further that at the time of execution,  countersignature,
issuance and delivery of any Warrants,  the related Warrant  Agreement will have
been duly authorized, executed and delivered by the Company.

      We have assumed  further that at the time of execution,  countersignature,
issuance and delivery of any Units,  the related Unit  Agreement  will have been
duly authorized, executed and delivered by the Company.

      Based upon the foregoing,  and subject to the qualifications,  assumptions
and limitations stated herein, we are of the opinion that:

            1. With respect to the Debt  Securities,  assuming (a) the taking of
      all  necessary  corporate  action to approve the issuance and terms of any
      Debt Securities,  the terms of the offering thereof and related matters by
      the Board of  Directors  of the  Company,  a duly  constituted  and acting
      committee of such Board or duly  authorized  officers of the Company (such
      Board of Directors,  committee or authorized  officers  being  referred to
      herein as the "Board") and (b) the due execution, authentication, issuance
      and delivery of such Debt  Securities,  upon payment of the  consideration
      therefor provided for in the applicable definitive purchase,  underwriting
      or similar  agreement  approved by the Board and  otherwise in  accordance
      with the provisions of the applicable  Indenture and such agreement,  such
      Debt Securities will constitute  valid and legally binding  obligations of
      the Company enforceable against the Company in accordance with their terms

            2. With respect to the Purchase  Contracts,  assuming (a) the taking
      of all  necessary  corporate  action by the Board to approve the execution
      and delivery of the Purchase  Contracts in the form filed as an exhibit to
      the  Registration


                                       3

<PAGE>

      Statement and (b) the due execution, issuance and delivery of the Purchase
      Contracts,  upon payment of the consideration for such Purchase  Contracts
      provided  for in  the  applicable  definitive  purchase,  underwriting  or
      similar  agreement  approved by the Board and otherwise in accordance with
      the provisions of the Purchase Contracts and such agreement,  the Purchase
      Contracts will  constitute  valid and legally  binding  obligations of the
      Company enforceable against the Company in accordance with their terms.

            3. With  respect  to the  Warrants,  assuming  (a) the taking of all
      necessary  corporate  action by the Board to  approve  the  execution  and
      delivery of a related Warrant Agreement in the form filed as an exhibit to
      the  Registration  Statement and (b) the due execution,  countersignature,
      issuance and delivery of such Warrants,  upon payment of the consideration
      for such  Warrants  provided for in the  applicable  definitive  purchase,
      underwriting or similar  agreement  approved by the Board and otherwise in
      accordance  with the  provisions of the applicable  Warrant  Agreement and
      such agreement,  such Warrants will  constitute  valid and legally binding
      obligations of the Company  enforceable  against the Company in accordance
      with their terms.

            4.  With  respect  to the  Units,  assuming  (a) the  taking  of all
      necessary  corporate  action by the Board to authorize and approve (1) the
      issuance  and terms of the Units,  (2) the  execution  and delivery of any
      Purchase  Contracts that are a component of the Units in the form filed as
      an exhibit to the Registration  Statement,  (3) the execution and delivery
      of the Warrant Agreement with respect to any Warrants that are a component
      of  the  Units  in the  form  filed  as an  exhibit  to  the  Registration
      Statement;  and (4) the issuance and terms of the Debt Securities that are
      a component of the Units,  the terms of the  offering  thereof and related
      matters  and (b) the due  execution,  authentication,  in the case of such
      Debt Securities, issuance and delivery of (1) the Units, (2) such Purchase
      Contracts,  (3) such Warrants and (4) such Debt  Securities,  in each case
      upon  the  payment  of  the  consideration  therefor  provided  for in the
      applicable definitive purchase, underwriting or similar agreement approved
      by the Board  and in  accordance  with the  provisions  of the  applicable
      Purchase  Contracts,  in the  case  of  such  Purchase  Contracts,  and in
      accordance with the provisions of the applicable Warrant Agreement, in the
      case of  such  Warrants,  and  the  Indenture,  in the  case of such  Debt
      Securities,   such  Units  will  constitute   valid  and  legally  binding
      obligations of the Company,  enforceable against the Company in accordance
      with their terms.

      Our opinions set forth in  paragraphs 1 through 4 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.


                                       4

<PAGE>

      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 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


                                       5
</TEXT>
</DOCUMENT>
