Exhibit 5.1
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| | Level 61 Governor Phillip Tower 1 Farrer Place Sydney NSW 2000 Australia T +61 2 9296 2000 F +61 2 9296 3999 www.kwm.com |
13 April 2022
To | Woodside Petroleum Ltd. |
Mia Yellagonga, 11 Mount Street
Perth, Western Australia 6000
Australia
Woodside Petroleum Ltd. (the “Company”) – Registration Statement on Form F-4
We have acted as Australian counsel for Woodside Petroleum Ltd. (ACN 004 898 962), a corporation incorporated under the laws of Australia (the “Company”), in connection with the registration statement on Form F-4 (File No. 333- ) filed by the Company with the United States Securities and Exchange Commission (the “SEC”) on 13 April 2022 (the “Registration Statement”), under the United States Securities Act of 1933 (the “Securities Act”) with respect to the issuance of 914,768,948 fully paid ordinary shares of the Company (the “Shares”), which includes the Shares underlying the American Depositary Shares (the “ADS Shares” and, together with the Shares, the “Securities”), to be issued by the Company in connection with the merger (“Merger”) pursuant to the Share Sale Agreement dated 22 November 2021 between the Company and BHP Group Ltd (“Share Sale Agreement”).
We have (i) reviewed the Registration Statement and an executed copy of the Share Sale Agreement, and (ii) reviewed, examined and relied upon the originals, or electronic or physical certified copies of, (a) records of the Company, including the constitution of the Company (“Constitution”), (b) resolutions of the directors of the Company authorizing the issuance of the Securities, (c) certificates of the officers of the Company and (d) public documents and any other documents as we have deemed relevant and necessary as the basis of the opinion set forth below (collectively, the “Documents”).
In examining the Documents and for the purposes of this opinion, we have assumed:
| (i) | the genuineness of all signatures; |
| (ii) | the authenticity of all Documents submitted to us as originals; |
| (iii) | the conformity to original documents of all Documents submitted to us as copies, whether physical or electronic, and the authenticity of the originals of those copies and, where a Document has been examined by us in draft or specimen form, it will be or has been executed in the form of that draft or specimen; |
| (iv) | that all Documents submitted to us are true and complete; and |
| (v) | each natural person signing any Document reviewed by us had the legal capacity to do so and to perform his or her obligations thereunder. |
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