UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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): March 22, 2011
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
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 8.01. | Other Events |
On March 22, 2011, the Company entered into a Terms Agreement for the public offering of $500,000,000 aggregate principal amount of Floating Rate Senior Medium-Term Notes, Series H, due 2016 (the “Notes”). The Notes were registered under the Securities Act of 1933, as amended, pursuant to a registration statement on Form S-3 (File No. 333-169900). In connection with this offering, the legal opinion as to the validity of the Notes is being filed as Exhibit 5.1 to this report.
| Item 9.01. | Financial Statements and Exhibits |
(d) Exhibits
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP as to the validity of the Floating Rate Senior Medium-Term Notes, Series H, due 2016 |
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 | |||
| Name: | Anthony J. Horan | |||
| Title: | Corporate Secretary | |||
Dated: March 24, 2011
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 5.1 | Opinion of Simpson Thacher & Bartlett LLP as to the validity of the Floating Rate Senior Medium-Term Notes, Series H, due 2016 | |
Exhibit 5.1
March 22, 2011
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 (Registration No. 333-169900) (the “Registration Statement”) filed by the Company with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended, and the issuance by the Company of $500,000,000 aggregate principal amount of Floating Rate Senior Medium-Term Notes, Series H, due 2016 (the “Securities”) pursuant to the Terms Agreement dated March 22, 2011 (the “Terms Agreement”) between the Company and J.P. Morgan Securities LLC and the other several agents party thereto, which incorporates by reference the Master Agency Agreement dated as of October 21, 2010 (the “Master Agency Agreement”) among the Company and the agents named therein. The Securities will be issued under an Indenture dated as of October 21, 2010 (the “Indenture”) between the Company and Deutsche Bank Trust Company Americas, as Trustee (the “Trustee”).
| JPMorgan Chase & Co.
|
-2- | March 22, 2011 |
We have examined the Registration Statement; the Company’s prospectus dated October 13, 2010, as supplemented by the Company’s prospectus supplement dated October 21, 2010 and the Company’s pricing supplement dated March 22, 2011 (the “Pricing Supplement”) relating to the Securities; the Indenture; the Master Agency Agreement; the Terms Agreement; and a duplicate of the master global note to which the Pricing Supplement will be appended, which together represents the Securities. We also have examined the originals, or duplicates or certified or conformed copies, of such corporate and other 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.
In rendering the opinion 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 the Indenture is the valid and legally binding obligation of the Trustee.
Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, we are of the opinion that the Securities have been duly authorized and executed, and when issued by the Company, assuming due authentication thereof by the Trustee or The Bank of New York Mellon, as authenticating agent under the Indenture on behalf of the Trustee, and upon payment and delivery in accordance with the Terms Agreement, the Securities will
| JPMorgan Chase & Co.
|
-3- | March 22, 2011 |
constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.
Our opinion is subject to (i) the effects of 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 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 5.1 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