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Exhibit 5
The Chase Manhattan Bank Neila B. Radin
Legal Department Senior Vice President and
270 Park Avenue Associate General Counsel
New York, New York 10017-2070
January 2, 2001
J.P. Morgan Chase & Co.
270 Park Avenue
New York, NY 10017
Re: Post-Effective Amendment No. 2 on Form S-8 to
Registration Statement on Form S-4 (File No. 333-47350)
Dear Sirs:
I am a Senior Vice President and Associate General Counsel of The Chase
Manhattan Bank and have acted as counsel to J.P. Morgan Chase & Co., a
Delaware corporation (the "Company"), in connection with Post-Effective
Amendment No. 2 on Form S-8 to the Registration Statement on Form S-4 (File No.
333-47350)(the "Post-Effective Amendment") being filed by the Company on the
date hereof with the Securities and Exchange Commission under the Securities
Act of 1933, as amended (the "Act"), with respect to shares of Common Stock,
$1 par value per share, of the Company (the "Shares"), that may be awarded,
or issued upon exercise of options granted, pursuant to Additional Compensation
Plan of J.P. Morgan & Co. Incorporated and Affiliated Companies, the Incentive
Compensation Plan of J.P. Morgan & Co. Incorporated and Affiliated Companies,
the Stock Bonus Plan of J.P. Morgan & Co. Incorporated and Affiliated Companies,
as amended, the 1995 Stock Incentive Plan of J.P. Morgan & Co. Incorporated and
Affiliated Companies, the 1992 Stock Incentive Plan of J.P. Morgan & Co.
Incorporated and Affiliated Companies, the 1989 Stock Incentive Plan of J.P.
Morgan & Co. Incorporated and Affiliated Companies, the 1987 Stock Incentive
Plan of J.P. Morgan & Co. Incorporated and Affiliated Companies, the Directors
Stock Plan (1992) and the Deferred Profit Sharing Plan of Morgan Guaranty
Trust Company of New York and Affiliated Companies for United States Employees
(collectively, the "Plans").
In so acting I have examined originals, or copies certified or otherwise
identified to my satisfaction, of such documents, corporate records and other
instruments, and made such other investigations, as I have deemed necessary or
appropriate for the purposes of this opinion. Based upon the foregoing, I am of
the opinion that, when the Post-Effective Amendment has become effective under
the Act and when the Company has received the consideration to be received for
the Shares pursuant to the respective provisions of the applicable Plan, and the
Shares have been issued in accordance with the applicable provisions of the
applicable Plan, the Shares will be duly authorized, validly issued, fully paid
and non-assessable.
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J.P. Morgan Chase & Co.
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I hereby consent to the use of this opinion for filing with the
Post-Effective Amendment as Exhibit 5 thereto. In giving such consent, I do not
thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act.
Very truly yours,
/s/Neila B. Radin
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Neila B. Radin
Senior Vice President and
Associate General Counsel
