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BP » Topics » V ALIDITY OF SECURITIES

These excerpts taken from the BP 424B5 filed Aug 7, 2009.

VALIDITY OF SECURITIES

In connection with particular offerings of the debt securities in the future, the validity of the debt securities and guarantees may be passed upon for us by Sullivan & Cromwell LLP as to certain matters of New York law, and for any underwriters by Cleary Gottlieb Steen & Hamilton LLP or any other law firm named in the applicable prospectus supplement, as to certain matters of New York law. The validity of the debt securities and guarantees may be passed upon for us by the Group General Counsel as to certain matters of English law.

VALIDITY OF SECURITIES

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In connection with particular offerings of the debt securities in the future, the validity of the debt securities and guarantees may be passed upon for
us by Sullivan & Cromwell LLP as to certain matters of New York law, and for any underwriters by Cleary Gottlieb Steen & Hamilton LLP or any other law firm named in the applicable prospectus supplement, as to certain matters of New
York law. The validity of the debt securities and guarantees may be passed upon for us by the Group General Counsel as to certain matters of English law.

FACE="Times New Roman" SIZE="2">EXPERTS

The group financial statements of BP
appearing in BP’s Annual Report on Form 20-F for the year ended December 31, 2008 and the effectiveness of BP’s internal control over financial reporting as of December 31, 2008, have been audited by Ernst & Young LLP,
independent registered public accounting firm, as set forth in their report thereon included therein and incorporated herein by reference. Such group financial statements have been incorporated herein by reference in reliance upon such reports given
on the authority of such firm as experts in accounting and auditing.

SIZE="2">ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

BP and BP Capital U.K.
are public limited companies incorporated under the laws of England and Wales. Many of our directors and officers, and some of the experts named in this document, reside outside the United States, principally in the United Kingdom. In addition,
although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and officers is located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the
civil liability provisions of the U.S. federal securities laws:

 







 • 

to effect service within the United States upon us or our directors and officers located outside the United States;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







 • 

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







 • 

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







 • 

to enforce against us or those persons in the United Kingdom, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil
liabilities based solely upon the U.S. federal securities laws.

 


44






Table of Contents


These excerpts taken from the BP 424B5 filed May 5, 2009.

VALIDITY OF SECURITIES

In connection with particular offerings of the debt securities in the future, the validity of the debt securities and guarantees may be passed upon for us by Sullivan & Cromwell LLP as to certain matters of New York law, and for any underwriters by Cleary Gottlieb Steen & Hamilton LLP or any other law firm named in the applicable prospectus supplement, as to certain matters of New York law. The validity of the debt securities and guarantees may be passed upon for us by the Group General Counsel as to certain matters of English law.

VALIDITY OF SECURITIES

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">In connection with particular offerings of the debt securities in the future, the validity of the debt securities and guarantees may be passed upon for
us by Sullivan & Cromwell LLP as to certain matters of New York law, and for any underwriters by Cleary Gottlieb Steen & Hamilton LLP or any other law firm named in the applicable prospectus supplement, as to certain matters of New
York law. The validity of the debt securities and guarantees may be passed upon for us by the Group General Counsel as to certain matters of English law.

FACE="Times New Roman" SIZE="2">EXPERTS

The group financial statements of BP
appearing in BP’s Annual Report on Form 20-F for the year ended December 31, 2008 and the effectiveness of BP’s internal control over financial reporting as of December 31, 2008, have been audited by Ernst & Young LLP,
independent registered public accounting firm, as set forth in their report thereon included therein and incorporated herein by reference. Such group financial statements have been incorporated herein by reference in reliance upon such reports given
on the authority of such firm as experts in accounting and auditing.

SIZE="2">ENFORCEABILITY OF CERTAIN CIVIL LIABILITIES

BP and BP Capital U.K.
are public limited companies incorporated under the laws of England and Wales. Many of our directors and officers, and some of the experts named in this document, reside outside the United States, principally in the United Kingdom. In addition,
although we have substantial assets in the United States, a large portion of our assets and the assets of our directors and officers is located outside of the United States. As a result, U.S. investors may find it difficult in a lawsuit based on the
civil liability provisions of the U.S. federal securities laws:

 







 • 

to effect service within the United States upon us or our directors and officers located outside the United States;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







 • 

to enforce in U.S. courts or outside the United States judgments obtained against us or those persons in the U.S. courts;

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







 • 

to enforce in U.S. courts judgments obtained against us or those persons in courts in jurisdictions outside the United States; and

STYLE="font-size:6px;margin-top:0px;margin-bottom:0px"> 







 • 

to enforce against us or those persons in the United Kingdom, whether in original actions or in actions for the enforcement of judgments of U.S. courts, civil
liabilities based solely upon the U.S. federal securities laws.

 


44






Table of Contents


EXCERPTS ON THIS PAGE:

424B5 (2 sections)
Aug 7, 2009
424B5 (2 sections)
May 5, 2009

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