Exhibit 5.1
September 27, 2024
JPMorgan Chase & Co.
383 Madison Avenue
New York, New York 10179
Re: 2,000,000 Shares of Common Stock of JPMorgan Chase & Co.
Ladies and Gentlemen:
We have acted as counsel to JPMorgan
Chase & Co., a Delaware corporation (the Company), in connection with the registration under the Securities Act of 1933, as amended (the Act), of the proposed offering and sale of up to 2,000,000 shares
(the Shares) of common stock, $1.00 par value per share, of the Company (Common Stock), covered by the Registration Statement on Form S-3 (Reg. No. 333-263304) (the Registration Statement) filed by the Company with the Securities and Exchange Commission (the SEC) on March 4, 2022, for the proposed offering by
the Company of Common Stock through the JPMorgan Chase & Co. Dividend Reinvestment Plan (the Plan).
In connection with this
opinion letter, we have examined originals, or copies certified or otherwise identified to our satisfaction, of (i) the Registration Statement and the prospectus included therein, (ii) the prospectus supplement dated September 27,
2024, relating to the Shares (the Prospectus Supplement), (iii) the Restated Certificate of Incorporation of the Company as amended by the Amendment to the Restated Certificate of Incorporation of the Company effective
June 7, 2013, (iv) the By-laws of the Company, as amended, effective September 19, 2023, (v) certain resolutions of the Companys Board of Directors relating to the registration, sale, and
issuance of the Shares and the approval of the Plan, (vi) the Plan, and (vii) such other documents, records, and other instruments as we have deemed appropriated for purposes of the opinion set forth herein.
We have assumed the genuineness of all signatures, the legal capacity of all natural persons, the authenticity of the documents submitted to us as originals,
the conformity with the originals of all documents submitted to us as certified, facsimile, or photostatic copies, and the authenticity of the originals of all documents submitted to us as copies.
Based upon the foregoing, we are of the opinion that the Shares have been duly authorized by the Company and, when issued by the Company and delivered by the
Company, in the manner contemplated by the Plan, will be validly issued, fully paid, and non-assessable.
The
opinions expressed herein are limited to the laws of the State of Delaware, and we express no opinion with respect to the laws of any other state or jurisdiction. Furthermore, we express no opinion on any matter covered by the blue sky
or securities laws of any state or foreign jurisdiction.
This opinion letter is effective as of the date hereof. We do not assume responsibility for
updating this opinion letter as of any date subsequent to its date, and we assume no responsibility for advising you of any changes with respect to any matters described in this opinion letter that may occur, or facts that may come to our attention,
subsequent to the date hereof.
We hereby consent to the filing of this opinion letter with the SEC as an exhibit to a Current Report on Form 8-K to be filed with the SEC (and its incorporation by reference into the Registration Statement) in accordance with the requirements of Item 601(b)(5) of Regulation S-K
promulgated under the Act and to the reference to us under the caption Legal Opinions in the Prospectus Supplement. In giving such consent, we do not hereby admit that we are acting within the category of persons whose consent is
required under Section 7 of the Act or the rules or regulations of the SEC thereunder. In rendering this opinion letter, we are opining only as to the specific legal issues expressly set forth herein, and no opinion shall be inferred as to any
other matter or matters.
Very truly yours,
/s/ Morgan,
Lewis & Bockius LLP