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EX-5 - OPINION OF SIMPSON THACHER & BARTLETT LLP - JPMORGAN CHASE & COd414987dex5.htm

 

 

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): September 24, 2012

 

 

JPMORGAN CHASE & CO.

(Exact Name of Registrant as Specified in Charter)

 

 

 

DELAWARE   001-05805   13-2624428

(State or Other Jurisdiction

of Incorporation)

 

(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 September 24, 2012, the Company closed a public offering of $3,000,000,000 aggregate principal amount of its 3.25% Notes due 2022 (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 legality 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 legality of the $3,000,000,000 aggregate principal amount of the 3.25% Notes due 2022


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: September 24, 2012


EXHIBIT INDEX

 

Exhibit
Number
   Description
5.1    Opinion of Simpson Thacher & Bartlett LLP as to the legality of the $3,000,000,000 aggregate principal amount of the 3.25% Notes due 2022