Exhibit 5.1
[Letterhead of BP]
March 26, 2021
BP p.l.c.
1 St. James’s Square
London SW1Y 4PD, England
BP Capital Markets America Inc.
501 Westlake Boulevard,
Houston, Texas 77079
BP Capital Markets p.l.c.
Chertsey Road
Sunbury on Thames
Middlesex, TW16 7BP, England
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of guaranteed debt securities (the “Securities”) of BP Capital Markets America Inc., a Delaware corporation (“BP Capital America”), and BP Capital Markets p.l.c., an English company (“BP Capital U.K.”), and the related guarantees (the “Guarantees”) of the Securities by BP p.l.c., an English company (“BP”), pursuant to a Registration Statement on Form F-3 (the “Registration Statement”), as Managing Counsel—Treasury of BP, I have examined such corporate records, certificates and other documents and such questions of law as I have considered necessary or appropriate for the purposes of this opinion.
Upon the basis of such examination, I advise you that, in my opinion:
| 1. | each of BP and BP Capital U.K. is a public limited company duly incorporated and each are validly existing companies under the laws of England and Wales; |
| 2. | the Indentures relating to the Securities of BP Capital America and BP Capital U.K. have been duly authorised, executed and delivered by BP and the Indenture relating to the Securities of BP Capital U.K. has been duly authorised, executed and delivered by BP Capital U.K.; |
| (a) | the Registration Statement has become effective under the Act, |
| (b) | the terms of the Securities and the Guarantees and of the issuance and sale of the Securities and the Guarantees have been duly established in conformity with the Indenture relating to such Securities so as not to violate any applicable law or result in a default under or breach of an agreement or instrument then binding upon BP Capital America, BP Capital U.K. or BP and so as to comply with any requirement or restriction imposed by any court or governmental body having jurisdiction over BP Capital America, BP Capital U.K. or BP, |