Exhibit 5.2
[LETTERHEAD OF BP AMERICA INC.]
November 3, 2003
BP Capital Markets America Inc. BP Capital Markets p.l.c.
4101 Winfield Road Breakspear Park
Warrenville, Illinois 60555 Breakspear Way
Hernel Hempstead
Herts HP2 4UL England
BP p.l.c.
1 St. James's Square
London SW1Y 4PD England
BP Canada Finance Company BP Australia Capital Markets Limited
240 - 4th Avenue, S.W. (CAN 006 507 768)
Calgary, Alberta Level 29, The Tower
Canada, T2P 4H4 Melbourne Central
360 Elizabeth Street
Melbourne 3000 Australia
Ladies and Gentlemen:
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 terms of the Securities and of their issue and sale have been
duly established in conformity with
the Indenture relating to the Securities 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 the Indenture relating to the Securities, the
Securities have been duly executed and authenticated in accordance
with the Indenture relating to the Securities, the Guarantees have
been endorsed on the Securities and executed as contemplated in the
Indenture relating to the Securities, 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 creditor's rights and to
general equity principles.
(3) When the Registration Statement has become effective under the Act,
the terms of the Affiliate Securities and of their issue and sale
have been duly established in conformity with the Indenture
relating to the Affiliate Securities 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 the
Indenture relating to the Affiliate Securities, 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, and, only in the
case of the Affiliate Securities of BP Australia Capital Markets
Limited, the Indenture relating to the Affiliate Securities has
been duly executed and delivered, 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 creditor's 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
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D.B. Pinkert
Assistant General Counsel
BP America Inc.