Exhibit 5.2


                            [Letterhead of BP p.l.c.]


February 21, 2002

BP Capital Markets America Inc.             BP Capital Markets p.l.c.
200 East Randolph Drive                     Breakspear Park
Chicago, Illinois 60601                     Breakspear Way
                                            Hernel Hempstead
                                            Herts HP2 4UL England

BP p.l.c.
Britannic House
1 Finsbury Circus
London EC2M 7BA England

BP Canada Finance Company                   BP Australia Capital Markets Limited
240 - 4/th/ Avenue, S.W.                    Level 29, The Tower
Calgary, Alberta                            Melbourne Central
Canada, T2P 4H4                             360 Elizabeth Street
                                            Melbourne 3000 Australia

Dear Sirs:

In connection with the registration under the Securities Act of 1933, as amended
(the "Act"), of (i) guaranteed debt securities (the "Securities") of BP Capital
Markets America Inc., a Delaware corporation (the "Company"); (ii) the
guaranteed debt securities (the "Affiliate Securities") of BP Australia Capital
Markets Limited, BP Capital Markets p.l.c., and BP Canada Finance Company
(collectively, the "Affiliates", and each, an "Affiliate"), and (iii) the
guarantees (the "Guarantees") of the Securities by BP p.l.c., an English
corporation ("BP"); as counsel to the Company, and US counsel to BP and the
Affiliates, 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)  The Company is a corporation validly existing and in good standing
          under the laws of the State of Delaware.

     (2)  When the Registration Statement has become effective under the Act,
          the Indenture relating to the Securities has been duly executed and
          delivered, the terms of the Securities and of their issue and sale
          have been duly established in conformity with such Indenture so as not
          to violate any applicable law or breach of any agreement binding upon
          the Company, the terms of the Guarantees have been duly established in
          conformity with such Indenture, the Securities have been duly executed
          and authenticated in accordance with such Indenture, the Guarantees
          have been endorsed



          on the Securities and executed as contemplated in such Indenture, and
          the Securities have been issued and sold as contemplated in the
          Registration Statement:

          (a) the Securities will constitute valid and legally binding
          obligations of the Company, and

          (b) the Guarantees will constitute valid and legally binding
          obligations of BP,

subject in each case to bankruptcy, insolvency, fraudulent transfer,
reorganization, moratorium and similar laws of general applicability relating to
or affecting creditors' rights and to general equity principles.

    (3)   When the Registration Statement has become effective under the Act,
          the Indenture relating to the Affiliate Securities has been duly
          executed and delivered, the terms of the Affiliate Securities and of
          their issue and sale have been duly established in conformity with
          such Indenture so as not to violate any applicable law or breach of
          any agreement binding upon the Affiliate issuing such Affiliate
          Securities, the terms of the Guarantees have been duly established in
          conformity with such Indenture, the Affiliate Securities have been
          duly executed and authenticated in accordance with such Indenture, the
          Guarantees have been endorsed on the Affiliate Securities and executed
          as contemplated in such Indenture, and the Affiliate Securities have
          been issued and sold as contemplated in the Registration Statement,
          the Affiliate Securities will constitute valid and legally binding
          obligations of the Affiliate issuing such Affiliate Securities,
          subject, in each case to bankruptcy, insolvency, fraudulent transfer,
          reorganization, moratorium and similar laws of general applicability
          relating to or affecting creditors' rights and to general equity
          principles.

In rendering the opinions in paragraphs (2)(b) and (3) above, I have, with your
approval,

    (i)   relied as to all matters governed by the laws of England upon the
          opinions of P.B.P. Bevan delivered to BP and BP Capital Markets p.l.c.
          on this date,
    (ii)  relied as to all matters governed by the laws of Australia upon the
          opinion of R. W. Venner delivered to BP Capital Markets Australia
          Limited on this date,
    (iii) relied as to all matters governed by the laws of Canada or Nova
          Scotia on the opinion of F. Swanson delivered to BP Canada Finance
          Company on this date.

I hereby consent to the filing of this opinion as an exhibit to the Registration
Statement and to the references to me under the heading "Validity of Securities"
in the Prospectus. In giving such consent, I do not admit that I am within the
category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ D.B. Pinkert

D. B. Pinkert

Assistant General Counsel
BP p.l.c.