EXHIBIT 5.1

 

JPMorgan Chase & Co.		Stephen B. Grant
Legal Department		Managing Director and
4 New York Plaza		Associate General Counsel
New York, New York 10004
		May 31, 2023

Re: Registration Statement on Form S-8

Ladies and Gentlemen:

I am a Managing Director and Associate General Counsel of JPMorgan Chase & Co., a Delaware corporation (the “Company”). This opinion is being given in connection with the Registration Statement on Form S-8 (the “Registration Statement”) 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 (i) 1,000,000 shares of Common Stock, par value $1.00 per share, of the Company (the “Shares”) issuable pursuant to the JPMorgan Chase & Co. 2005 Deferred Compensation Plan (the “Plan”); and (ii) $1,000,000,000 of Deferred Compensation Obligations (the “Obligations”), which represent unsecured obligations of the Company to pay deferred compensation in the future in accordance with the terms of the Plan.

In so acting I have examined the originals, or duplicates or certified or conformed copies, of such records, agreements, documents and other instruments and have made such other investigations as I have deemed relevant and necessary in connection with the opinions hereinafter set forth. In rendering the opinions set forth below, I have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to me as originals, the conformity to original documents of all documents submitted to me as duplicates or certified or conformed copies and the authenticity of the originals of such latter documents.

Based upon the foregoing, and subject to the qualifications, assumptions and limitations stated herein, I am of the opinion that:

 

1.

The issuance of the Shares and Obligations pursuant to the Plan has been duly authorized by all necessary corporate action.

 

2.

When (i) the Registration Statement has become effective under the Act and (ii) the Shares have been issued and the Company has received the consideration therefor in accordance with the applicable provisions of the Plan, such Shares will be validly issued, fully paid and non-assessable.

 

3.

When (i) the Registration Statement has become effective under the Act and (ii) the Obligations are issued in accordance with the terms of the Plan, the Obligations will constitute valid and legally binding obligations of the Company enforceable against the Company in accordance with their terms.

I do not express any opinion herein concerning any law other than the General Corporation Law of the State of Delaware, the laws of the State of New York and the federal law of the United States.

I hereby consent to the use of this opinion for filing with the Registration Statement as Exhibit 5.1 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/ Stephen B. Grant

Stephen B. Grant

Managing Director and Associate General Counsel