Exhibit 5.1
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| Jo Norman | | |
Managing Counsel BP Legal 1 March 2024 | | BP p.l.c. 1 St James’s Square London SW1Y 4PD United Kingdom |
March 1, 2024
BP p.l.c.
1 St. James’s Square
London SW1Y 4PD, England
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 $1,300,000,000 in aggregate principal amount of 6.450% Perpetual Subordinated Fixed Rate Reset Notes (the “Securities”) of BP Capital Markets p.l.c., an English company (“BPCM”), 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 BPCM is a public limited company duly incorporated and each is a validly existing company under the laws of England and Wales;
2. the Indenture, dated as of March 8, 2002, among BPCM, BP and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank N.A.), as Trustee (the “Trustee”) (the “Base Indenture”), as supplemented by a Thirty-Second Supplemental Indenture, dated as of March 1, 2024 (the “Thirty-Second Supplemental Indenture” and, together with the Base Indenture, the “Indenture”), relating to the Securities has been duly authorised, executed and delivered by each of BP and BPCM; and
3. when (a) the Securities and the Guarantees have been duly executed and, in the case of the Securities, authenticated in accordance with the Indenture relating thereto, and (b) the Securities and the Guarantees have been issued and sold as contemplated in the Registration Statement, the Guarantees and Securities will constitute valid and legally binding obligations of BP and BPCM, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.
