BP p.l.c., 1 St. Jamess Square,
London SW1Y 4PD, England.
BP Capital America Markets America Inc., 501 Westlake
Boulevard, Houston, Texas 77079.
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933, as amended (the Act), of U.S.$1,250,000,000 in aggregate principal amount of
4.699% Guaranteed Notes due 2029 (the 2029 Notes) and U.S.$1,000,000,000 in aggregate principal amount 4.989% Guaranteed Notes due 2034 (the 2034 Notes and together with the 2029 Notes, the Securities), of BP
Capital Markets America Inc., a Delaware corporation (BP Capital America), 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. BP is a public
limited company duly incorporated and is a validly existing company under the laws of England and Wales;
2. the Indenture, dated as of June 4, 2003, among BP Capital America, BP and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan
Chase Bank), as Trustee (the Trustee) (the Base Indenture), as supplemented by a Seventeenth Supplemental Indenture, dated as of January 10, 2024 (the Seventeenth Supplemental Indenture and, together with the
Base Indenture, the Indenture), relating to the Securities has been duly authorised, executed and delivered by BP; and |