8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 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) September 6, 2006

Chase Auto Owner Trust 2006-B

JPMorgan Chase Bank, National Association

(Exact Name of Issuing Entity and Depositor/Registrant/Sponsor as Specified in their respective Charters)

Delaware

(State or Other Jurisdiction of Incorporation of Issuing Entity and Registrant)

333-131760 333-131760-02	13-4994650 77-0663697
(Commission File Numbers for Registrant and Issuing Entity, respectively)	(I.R.S. Employer Identification Nos. for Registrant and Issuing Entity, respectively)
1111 Polaris Parkway Columbus, Ohio	43240
(Address of Principal Executive Offices)	(Zip Code)

(800) 992-7169

(Registrant’s Telephone Number, Including Area Code)

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

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:

¨ 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.

The Registrant is filing the exhibits listed in Item 9.01(d) below in connection with the issuance of Class A-2 Asset Backed Notes, Class A-3 Asset Backed Notes, Class A-4 Asset Backed Notes and Class B Asset Backed Notes (collectively, the “Notes”) by Chase Auto Owner Trust 2006-B described in the Preliminary Prospectus Supplement dated September 6, 2006.

Item 9.01. Financial Statements and Exhibits.

(a) Not applicable.

(b) Not applicable.

(c) Not applicable.

(d) Exhibits.

Exhibit No.	Document Description
5.1	Opinion of Mayer, Brown, Rowe & Maw LLP with respect to legality
8.1	Opinion of Mayer, Brown, Rowe & Maw LLP with respect to tax matters

2

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant, JPMorgan Chase Bank, National Association, has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date:	September 6, 2006	JPMORGAN CHASE BANK, NATIONAL ASSOCIATION
		By:	/s/ Stephen R. Etherington
		Name:	Stephen R. Etherington
		Title:	Vice President

EX-5.1

Exhibit 5.1

September 6, 2006           JPMorgan Chase Bank, National Association c/o Chase Auto Finance Corp. 900 Stewart Avenue Garden City, New York 11530 Mayer, Brown, Rowe & Maw LLP 190 South La Salle Street Chicago, Illinois 60603-3441   Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrownrowe.com

Re: JPMorgan Chase Bank, National Association

Registration Statement on Form S-3 (No. 333-131760)

Ladies and Gentlemen:

We have acted as special counsel for JPMorgan Chase Bank, National Association, a national banking association (the “Bank”), in connection with (a) the above-captioned registration statement and (b) the offering of notes (the “Notes”) described in the related preliminary prospectus supplement dated September 6, 2006 and prospectus dated September 6, 2006 (collectively, the “Preliminary Prospectus”), which have been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. As described in the Preliminary Prospectus, the Notes will be issued on or about September 13, 2006 by Chase Auto Owner Trust 2006-B (the “Trust”), a trust formed by the Bank pursuant to a trust agreement between the Bank and Wilmington Trust Company, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and Wells Fargo Bank, N.A., as indenture trustee.

In that connection, we are generally familiar with the proceedings taken or to be taken in connection with the proposed authorization, issuance and sale of the Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Preliminary Prospectus and the current draft of the Indenture (including the form of Notes included as exhibits thereto).

Based on and subject to the foregoing, we are of the opinion that, when the Notes have been duly executed and issued by the Trust and authenticated by the indenture trustee and sold by the Bank or by the Trust, at the direction of the Bank, and payment of the agreed consideration for the Notes shall have been received by the Trust, the Notes will have been duly authorized by all necessary action of the Trust and will be legally issued and binding obligations of the Trust and entitled to the benefits afforded by the Indenture, except as may be limited by bankruptcy, insolvency, reorganization, arrangement, moratorium or other laws relating to or affecting creditors’ rights generally (including, without limitation, fraudulent conveyance laws), and by general principles of equity, regardless of whether such matters are considered in a proceeding in equity or at law.

JPMorgan Chase Bank, National Association

September 6, 2006

Page 2

Our opinions expressed herein are limited to the federal laws of the United States and the laws of the State of New York and the State of Delaware. We hereby consent to the filing of this opinion with the Securities and Exchange Commission as Exhibit 5.1 to a Form 8-K filed in connection therewith and to the use of our name therein without admitting we are “experts” within the meaning of the Act or the rules and regulations of the Commission issued thereunder, with respect to any part of the Registration Statement or this Exhibit.

Very truly yours,

/s/ MAYER, BROWN, ROWE & MAW LLP

MAYER, BROWN, ROWE & MAW LLP

EX-8.1

Exhibit 8.1

September 6, 2006           JPMorgan Chase Bank, National Association c/o Chase Auto Finance Corp. 900 Stewart Avenue Garden City, New York 11530 Mayer, Brown, Rowe & Maw LLP 71 South Wacker Drive Chicago, Illinois 60606-4637   Main Tel (312) 782-0600 Main Fax (312) 701-7711 www.mayerbrownrowe.com

Re: JPMorgan Chase Bank, National Association

Registration Statement on Form S-3 (No. 333-131760)

Ladies and Gentlemen:

We have acted as special counsel for JPMorgan Chase Bank, National Association, a national banking association (the “Bank”), in connection with (a) the above-captioned registration statement and (b) the offering of notes (the “Notes”) described in the related preliminary prospectus supplement dated September 6, 2006 (the “Preliminary Prospectus Supplement”), and prospectus dated September 6, 2006 (the “Base Prospectus” and together with the Preliminary Prospectus Supplement, the “Preliminary Prospectus”), which have been filed with the Securities and Exchange Commission pursuant to Rule 424(b) under the Securities Act of 1933, as amended. As described in the Preliminary Prospectus, the Notes will be issued on or about September 13, 2006 by Chase Auto Owner Trust 2006-B (the “Trust”), a trust formed by the Bank pursuant to a trust agreement between the Bank and Wilmington Trust Company, as owner trustee. The Notes will be issued pursuant to an indenture (the “Indenture”) between the Trust and Wells Fargo Bank, N.A., as indenture trustee.

In that connection, we are generally familiar with the proceedings taken or to be taken in connection with the proposed authorization, issuance and sale of the Notes and have examined copies of such documents, corporate records and other instruments as we have deemed necessary or appropriate for the purposes of this opinion, including the Preliminary Prospectus, the Trust Agreement and the current draft of the Indenture (including the form of Notes included as exhibits thereto) and other documents prepared in connection with the issuance of the Notes (collectively, the “Operative Documents”).

Berlin Brussels Charlotte Chicago Cologne Frankfurt Houston London Los Angeles New York Palo Alto Paris Washington, D.C.

Independent Mexico City Correspondent: Jauregui, Navarrete y Nader S.C.

Mayer, Brown, Rowe & Maw LLP operates in combination with our associated English limited liability partnership in the offices listed above.

JPMorgan Chase Bank, National Association

September 6, 2006

Page 2

The opinion set forth herein is based upon the applicable provisions of the Internal Revenue Code of 1986, as amended (the “Code”), Treasury regulations promulgated and proposed thereunder, current positions of the Internal Revenue Service (the “IRS”) contained in published Revenue Rulings and Revenue Procedures, current administrative positions of the IRS and existing judicial decisions. No tax rulings will be sought from the IRS with respect to any of the matters discussed herein. The statutory provisions, regulations and interpretations on which our opinions are based are subject to change, which changes could apply retroactively. In addition, there can be no assurance that positions contrary to those stated in our opinions may not be taken by the IRS.

Based on the foregoing and assuming that the Operative Documents with respect to the Notes are executed and delivered in substantially the form we have examined and that the transactions contemplated to occur under the transaction documents in fact occur in accordance with the terms thereof, we are of the opinion that the statements, to the extent that they constitute matters of law or legal conclusions with respect thereto relating to federal tax matters, set forth in the Preliminary Prospectus Supplement under the headings “Summary—Tax Status” and “Material Federal Income Tax Consequences” and in the Base Prospectus under “Summary—Tax Status” and “Material Federal Income Tax Consequences”, which statements have been prepared by us, are correct in all material respects, and we hereby confirm and adopt the opinions set forth therein.

We know that we are referred to under the captions referred to above included in the Prospectus, and we hereby consent to the use of our name therein and to use of this opinion for filing of this opinion as Exhibit 8.1 to a Form 8-K filed in connection therewith, without admitting that we are “experts” within the meaning of the Act or the rules and regulations of the Securities and Exchange Commission issued thereunder, with respect to any part of the above-captioned registration statement or the Preliminary Prospectus.

Respectfully submitted,

/s/ Mayer, Brown, Rowe & Maw LLP

MAYER, BROWN, ROWE & MAW LLP