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                                                                     EXHIBIT 5.1


               [LETTERHEAD OF AKIN, GUMP, STRAUSS, HAUER & FELD]

                               August 24, 2001




Preem Holdings AB (publ)
Sandhamnsgatan 51
P.O. Box 27800
S-11590

Stockholm, Sweden

                  Re:       Preem Holdings AB (publ)
                  Registration Statement on Form F-4


Ladies and Gentlemen:


         We have acted as special counsel to Preem Holdings AB (publ), a
corporation organized under the laws of the Kingdom of Sweden (the "COMPANY"),
in connection with the exchange offer, pursuant to a registration statement on
Form F-4, as amended (the "REGISTRATION STATEMENT"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"ACT"), by the Company of up to E305,000,000 aggregate principal amount of
105/8% Senior Secured Notes due 2011 of the Company (the "SECURITIES") issued
and to be issued under an Indenture, dated as of April 10, 2001 (the
"INDENTURE") entered into by the Company and Bankers Trust Company, as Trustee,
and sold pursuant to the terms of: (i) a purchase agreement, dated as of April
3, 2001 by and among the Company, Deutsche Bank AG London and UBS AG, acting
through its business group UBS Warburg, and (ii) a purchase agreement, dated as
of July 13, 2001 between the Company and Deutsche Bank AG London. We have
examined originals or certified copies of such corporate records of the Company
and other certificates and documents of officials of the Company, public
officials and others as we have deemed appropriate for purposes of this letter.
We have assumed the genuineness of all signatures, the authenticity of all
documents submitted to us as originals, the conformity to authentic original
documents of all copies submitted to us as conformed and certified or reproduced
copies.

         Based upon the foregoing and subject to the assumptions, exceptions,
qualifications and limitations set forth hereinafter, we are of the opinion
that:

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Akin, Gump, Strauss, Hauer & Feld

August 24, 2001
Page 2


         1.       The Securities have been duly authorized by all necessary
                  corporate action on the part of the Company, and when duly
                  executed, authenticated and delivered by or on behalf of the
                  Company and paid for by Deutsche Bank AG London and UBS AG,
                  acting through its business group UBS Warburg, as appropriate,
                  will be valid and binding obligations of the Company and will
                  be entitled to the benefits of the Indenture.

         2.       The Indenture has been executed and delivered by the Company
                  and the Trustee, and is an obligation of the Company.

         The opinions and other matters in this letter are qualified in their
entirety and subject to the following:

         A.       We express no opinion as to the laws of any jurisdiction other
                  than any published constitutions, treaties, laws, rules or
                  regulations or judicial or administrative decisions ("LAWS")
                  of the Laws of the state of New York.

         B.       The matters expressed in this letter are subject to and
                  qualified and limited by (i) applicable bankruptcy,
                  insolvency, fraudulent transfer and conveyance,
                  reorganization, moratorium and similar laws affecting
                  creditors' rights and remedies generally; (ii) general
                  principles of equity, including principles of commercial
                  reasonableness, good faith and fair dealing (regardless of
                  whether enforcement is sought in a proceeding at law or in
                  equity); (iii) commercial reasonableness and unconscionability
                  and an implied covenant of good faith and fair dealing; (iv)
                  the power of the courts to award damages in lieu of equitable
                  remedies; and (v) securities Laws and public policy underlying
                  such Laws with respect to rights to indemnification and
                  contribution.


         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of our name in the Prospectus forming a
part of the Registration Statement under the caption "Legal Matters." In giving
this consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Act and the rules and
regulations thereunder. We also consent to your filing copies of this opinion as
an exhibit to the Registration Statement.

                                          Very truly yours,

                                          /s/ AKIN, GUMP, STRAUSS, HAUER & FELD
                                          -------------------------------------
                                          AKIN, GUMP, STRAUSS, HAUER & FELD


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