Exhibit 8.1
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A LIMITED LIABILITY PARTNERSHIP TELEPHONE: +44 (0)20-7959-8900 FACSIMILE: +44 (0)20-7959-8950 WWW.SULLCROM.COM | | One New Fetter Lane London EC4A 1AN, England BRUSSELS • FRANKFURT • PARIS LOS ANGELES • NEW YORK • PALO ALTO • WASHINGTON, D.C. BEIJING • HONG KONG • TOKYO MELBOURNE • SYDNEY |
March 12, 2024
BP Capital Markets America Inc.
501 Westlake Park Boulevard
Houston
Texas 77079, United States of America
BP Capital Markets p.l.c.
Chertsey Road
Sunbury on Thames
Middlesex, TW16 7BP, England
BP p.l.c.
1 St. James’s Square
London SW1Y 4PD, England
RE: BP Capital Markets America Inc., BP Capital Markets p.l.c. and BP p.l.c. – Registration Statement on Form F-3
Ladies and Gentlemen:
We have acted as United Kingdom tax counsel to BP Capital Markets America Inc. and BP Capital Markets p.l.c. (the “Debt Issuers”) and BP p.l.c. (the “Guarantor”) in connection with the registration under the Securities Act of 1933, as amended (the “Act”), of debt securities of the Debt Issuers fully and unconditionally guaranteed by the Guarantor, pursuant to a Registration Statement on Form F-3 (the “Registration Statement”).
We hereby confirm to you that our opinion as set forth in the Registration Statement under the caption “United Kingdom Taxation” is accurate in all material respects, subject to the limitations noted therein.
Our opinion is based on UK tax law and the published practice of HM Revenue & Customs as at the date hereof. We do not undertake to advise you of any changes in such law and practice after the date hereof unless specifically instructed to do so. We express no opinion as to tax laws, regulations or practice in any jurisdiction other than the UK.
Sullivan & Cromwell LLP carries on business in England and Wales through Sullivan & Cromwell MNP LLP, a registered limited liability partnership established under the laws of the State of New York.
The personal liability of our partners is limited to the extent provided in such laws. Additional information is available upon request or at www.sullcrom.com.
Sullivan & Cromwell MNP LLP is authorized and regulated by the Solicitors Regulation Authority (Number 00308712).
A list of the partners’ names and professional qualifications is available for inspection at 1 New Fetter Lane, London EC4A 1AN. All partners are either registered foreign lawyers or solicitors.
