INDEX TO EXHIBITS for BP (BP)

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These excerpts taken from the BP 6-K filed Aug 7, 2009.

INDEX TO EXHIBITS

INDEX TO EXHIBITS

EX-5.1
2
dex51.htm
OPINION OF GENERAL COUNSEL OF BP P.L.C.

Opinion of General Counsel of BP p.l.c.

Exhibit 5.1

FACE="Times New Roman" SIZE="2">[Letterhead of BP]

August 6, 2009

FACE="Times New Roman" SIZE="2">BP p.l.c.

1 St. James’s Square

SIZE="2">London SW1Y 4PD, England

BP Capital Markets p.l.c.

SIZE="2">Chertsey Road

Sunbury on Thames

Middlesex TW16 7BP,
England

Ladies and Gentlemen:

In connection with the
registration under the Securities Act of 1933, as amended (the “Act”), of $750,000,000 in aggregate principal amount of 1.55% Guaranteed Notes due 2011 and $1,250,000,000 in aggregate principal amount of 3.875% Guaranteed Notes due 2015
(collectively, the “Securities”) of BP Capital Markets p.l.c., an English company (“BP Capital”), and the related guarantees (the “Guarantees”) of the Securities by BP p.l.c., an English company (“BP”), as
Group General Counsel 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.

STYLE="margin-top:12px;margin-bottom:0px">Upon the basis of such examination, I advise you that, in my opinion:

1.
each of BP and BP Capital is a public limited company duly incorporated and each are validly existing companies under the laws of England and Wales; and

SIZE="2">2. when the Securities and the Guarantees have been duly executed and, in the case of the Securities, authenticated in accordance with the Indenture relating thereto, and the Securities and the Guarantees have been issued and sold as
contemplated in the Registration Statement, the Guarantees and Securities will constitute valid and legally binding obligations of BP and BP Capital, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium
and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is
limited to the laws of England in force on this date and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I understand you are relying as to all matters governed by the laws of the state of New York upon the opinion
dated the date hereof of Sullivan & Cromwell LLP, United States counsel to BP, which opinion is being delivered to you by such counsel.

I consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Securities and the
Guarantees on Form 6-K and to the references to me under the caption “Validity of Securities” in the Prospectus as supplemented by the Prospectus Supplement dated the date hereof. In giving such consent I do not thereby admit that I am
within the category of persons whose consent is required under Section 7 of the Act.

Yours faithfully,

STYLE="font-size:12px;margin-top:0px;margin-bottom:0px">

/s/ Rupert Bondy

Rupert Bondy

EX-5.2
3
dex52.htm
OPINION OF SULLIVAN & CROMWELL LLP

Opinion of Sullivan & Cromwell LLP

Exhibit 5.2

FACE="Times New Roman" SIZE="2">August 6, 2009


BP		p.l.c.,
1 St. James’s Square,
London SW1Y 4PD, England.

BP		Capital Markets p.l.c.,
Chertsey Road,
Sunbury on Thames,
Middlesex TW16 7BP, England.

Ladies and Gentlemen:

FACE="Times New Roman" SIZE="2">In connection with the registration under the Securities Act of 1933, as amended (the “Act”), of $750,000,000 in aggregate principal amount of 1.55% Guaranteed Notes due 2011 and $1,250,000,000 in aggregate
principal amount of 3.875% Guaranteed Notes due 2015 (collectively, the “Securities”) of BP Capital Markets p.l.c., an English company (“BP Capital”), and the related guarantees (the “Guarantees”) of the Securities by
BP p.l.c., an English company (“BP”), we, as your United States counsel, have examined such corporate records, certificates and other documents and such questions of law as we have considered necessary or appropriate for the purposes of
this opinion.


BP p.l.c.		-2-
BP Capital Markets p.l.c.

Upon the basis of such examination, we advise you that, in our opinion, when the Securities and
the Guarantees have been duly executed and, in the case of the Securities, authenticated in accordance with the Indenture relating thereto, and the Securities and the Guarantees have been issued and sold as contemplated in the Registration
Statement, the Securities and Guarantees will constitute valid and legally binding obligations of BP Capital and BP, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general
applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the
Federal laws of the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of English law, we have relied upon the opinion, dated
today’s date, of Rupert Bondy, Group General Counsel


BP p.l.c.		-3-
BP Capital Markets p.l.c.

of BP, and our opinion is subject to the same assumptions, qualifications and limitations with respect to such
matters as are contained in such opinion of the Group General Counsel.

Also, we have relied as to certain factual matters on information
obtained from public officials, officers of BP and BP Capital and other sources believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption which
we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating
to the Securities and the Guarantees on Form 6-K and to the references to us under the caption “Validity of Securities” in the Prospectus as supplemented by the Prospectus Supplement dated August 6, 2009. In giving such consent we do
not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Act.

Very truly yours,

/s/ Sullivan & Cromwell LLP

These excerpts taken from the BP 6-K filed May 5, 2009.

INDEX TO EXHIBITS


Exhibit Number		Description of Exhibit
5.1 —		Opinion of General Counsel of BP p.l.c., as to the vailidity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. and the Guarantees of BP p.l.c. as to certain matters of English law.

5.2 —		Opinion of Sullivan & Cromwell LLP, U.S. legal advisors to BP p.l.c. and BP Capital Markets p.l.c., as to the validity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. and the Guarantees of BP p.l.c. as to certain matters of New York law.

INDEX TO EXHIBITS


Exhibit Number		Description of Exhibit
5.1 —		Opinion of General Counsel of BP p.l.c., as to the vailidity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. and the Guarantees of BP p.l.c. as to certain matters of English law.

5.2 —		Opinion of Sullivan & Cromwell LLP, U.S. legal advisors to BP p.l.c. and BP Capital Markets p.l.c., as to the validity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. and the Guarantees of BP p.l.c. as to certain matters of New York law.

EX-5.1
2
dex51.htm
OPINION OF GENERAL COUNSEL OF BP P.L.C.

Opinion of General Counsel of BP p.l.c.

Exhibit 5.1

ALIGN="center">[Letterhead of BP]

May 1, 2009

FACE="Times New Roman" SIZE="2">BP p.l.c.

1 St. James’s Square

SIZE="2">London SW1Y 4PD, England

BP Capital Markets p.l.c.

SIZE="2">Chertsey Road

Sunbury on Thames

Middlesex TW16 7BP,
England

Ladies and Gentlemen:

In connection with the
registration under the Securities Act of 1933, as amended (the “Act”), of $1,400,000,000 in aggregate principal amount of 3.625% Guaranteed Notes due 2014 of BP Capital Markets p.l.c., an English company (“BP Capital”)(the
“Securities”), and the related guarantees (the “Guarantees”) of the Securities by BP p.l.c., an English company (“BP”), as Group General Counsel 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. each of BP and BP Capital is a public limited company duly incorporated and each are validly existing companies under
the laws of England and Wales; and

2. when the Securities and the Guarantees have been duly executed and, in the case of the Securities, authenticated in
accordance with the Indenture relating thereto, and the Securities and the Guarantees have been issued and sold as contemplated in the Registration Statement, the Guarantees and Securities will constitute valid and legally binding obligations of BP
and BP Capital, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the laws of England in force on this date and I am expressing no opinion as to the effect of the laws of any other jurisdiction. I
understand you are relying as to all matters governed by the laws of the state of New York upon the opinion dated the date hereof of Sullivan & Cromwell LLP, United States counsel to BP, which opinion is being delivered to you by such
counsel.

Yours faithfully,

/s/ Rupert Bondy

Rupert Bondy

EX-5.2
3
dex52.htm
OPINION OF SULLIVAN & CROMWELL LLP

Opinion of Sullivan & Cromwell LLP

Exhibit 5.2

ALIGN="right">May 1, 2009

BP p.l.c.,

FACE="Times New Roman" SIZE="2"> 1 St. James’s Square,

London SW1Y 4PD,
England.

BP Capital Markets p.l.c.,

SIZE="2"> Chertsey Road,

Sunbury on Thames,

STYLE="margin-top:0px;margin-bottom:0px"> Middlesex TW16 7BP, England.

FACE="Times New Roman" SIZE="2">Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933, as amended
(the “Act”), of $1,400,000,000 in aggregate principal amount of 3.625% Guaranteed Notes due 2014 (the “Securities”) of BP Capital Markets p.l.c., an English company (“BP Capital”), and the related guarantees (the
“Guarantees”) of the Securities by BP p.l.c., an English company (“BP”), we, as your United States counsel, have examined such corporate records, certificates and other documents and such questions of law as we have considered
necessary or appropriate for the purposes of this opinion.


BP p.l.c.		- 2 - -
BP Capital Markets p.l.c.

Upon the basis of such examination, we advise you that, in our opinion, when the Securities and the
Guarantees have been duly executed and, in the case of the Securities, authenticated in accordance with the Indenture relating thereto, and the Securities and the Guarantees have been issued and sold as contemplated in the Registration Statement,
the Securities and Guarantees will constitute valid and legally binding obligations of BP Capital and BP, respectively, subject to bankruptcy, insolvency, fraudulent transfer, reorganization, moratorium and similar laws of general applicability
relating to or affecting creditors’ rights and to general equity principles.

The foregoing opinion is limited to the Federal laws of
the United States and the laws of the State of New York, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. With respect to all matters of English law, we have relied upon the opinion, dated today’s date,
of Rupert Bondy, Group General Counsel of BP, and our opinion is subject to the same assumptions,


BP p.l.c.		- 3 - -
BP Capital Markets p.l.c.

qualifications and limitations with respect to such matters as are contained in such opinion of the Group General Counsel.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">Also, we have relied as to certain factual matters on information obtained from public officials, officers of BP and BP Capital and other sources
believed by us to be responsible, and we have assumed that the Indenture has been duly authorized, executed and delivered by the Trustee thereunder, an assumption which we have not independently verified.

STYLE="margin-top:12px;margin-bottom:0px; text-indent:4%">We hereby consent to the filing of this opinion as an exhibit to the Registration Statement relating to the Securities and the Guarantees on Form 6-K and
to the references to us under the caption “Validity of Securities” in the Prospectus as supplemented by the Prospectus Supplement dated May 1, 2009. In giving such consent we do not thereby admit that we are within the category of
persons whose consent is required under Section 7 of the Act.

Yours faithfully,

/s/ SULLIVAN & CROMWELL LLP

These excerpts taken from the BP F-3ASR filed Mar 13, 2009.

INDEX TO EXHIBITS


Exhibit Number		Description of Exhibit

1.1	—	Form of Purchase Agreement for Guaranteed Debt Securities

4.1	—	Indenture, dated March 8, 2002, between BP Capital Markets p.l.c., BP p.l.c. and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.) (incorporated by reference to BP’s Report on Form 6-K filed on March 26, 2002 (File No. 001-062062)) *

4.2	—	Form of Debt Securities for BP Capital Markets p.l.c. and Guarantees relating thereto (included in Exhibit 4.1) *

5.1	—	Opinion of Group General Counsel of BP p.l.c., as to the validity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. and the Guarantees as to certain matters of English law.

5.2	—	Opinion of Sullivan & Cromwell LLP, counsel to BP p.l.c., and BP Capital Markets p.l.c. as to the validity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. as to certain matters of New York law.

8.1	—	Opinion of Sullivan & Cromwell LLP, U.K. tax counsel to BP p.l.c. and BP Capital Markets p.l.c. as to certain matters of U.K. taxation.

8.2	—	Opinion of Sullivan & Cromwell LLP, U.S. tax counsel to BP p.l.c. and BP Capital Markets p.l.c. as to certain matters of U.S. taxation.

23.1	—	Consent of Ernst & Young LLP, independent registered public accounting firm.

23.2	—	Consent of Group General Counsel of BP p.l.c. (included in Exhibit 5.1 above).

23.3	—	Consents of Sullivan & Cromwell LLP, counsel to BP p.l.c. and BP Capital Markets p.l.c. (included in Exhibits 5.2, 8.1 and 8.2 above).

24.1	—	Powers of attorney for signatories of BP p.l.c. and BP Capital Markets p.l.c. (included on the signature pages hereof).

24.2	—	Power of attorney for Robert W. Dudley.

25.1	—	Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.

99.1	—	Consent of Nominee for Director.

*	Previously filed.

INDEX TO EXHIBITS


Exhibit Number		Description of Exhibit

1.1	—	Form of Purchase Agreement for Guaranteed Debt Securities

4.1	—	Indenture, dated March 8, 2002, between BP Capital Markets p.l.c., BP p.l.c. and The Bank of New York Mellon Trust Company, N.A. (as successor to JPMorgan Chase Bank, N.A.) (incorporated by reference to BP’s Report on Form 6-K filed on March 26, 2002 (File No. 001-062062)) *

4.2	—	Form of Debt Securities for BP Capital Markets p.l.c. and Guarantees relating thereto (included in Exhibit 4.1) *

5.1	—	Opinion of Group General Counsel of BP p.l.c., as to the validity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. and the Guarantees as to certain matters of English law.

5.2	—	Opinion of Sullivan & Cromwell LLP, counsel to BP p.l.c., and BP Capital Markets p.l.c. as to the validity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. as to certain matters of New York law.

8.1	—	Opinion of Sullivan & Cromwell LLP, U.K. tax counsel to BP p.l.c. and BP Capital Markets p.l.c. as to certain matters of U.K. taxation.

8.2	—	Opinion of Sullivan & Cromwell LLP, U.S. tax counsel to BP p.l.c. and BP Capital Markets p.l.c. as to certain matters of U.S. taxation.

23.1	—	Consent of Ernst & Young LLP, independent registered public accounting firm.

23.2	—	Consent of Group General Counsel of BP p.l.c. (included in Exhibit 5.1 above).

23.3	—	Consents of Sullivan & Cromwell LLP, counsel to BP p.l.c. and BP Capital Markets p.l.c. (included in Exhibits 5.2, 8.1 and 8.2 above).

24.1	—	Powers of attorney for signatories of BP p.l.c. and BP Capital Markets p.l.c. (included on the signature pages hereof).

24.2	—	Power of attorney for Robert W. Dudley.

25.1	—	Statement of eligibility of Trustee on Form T-1 with respect to Exhibit 4.1 above.

99.1	—	Consent of Nominee for Director.

*	Previously filed.

EX-1.1
2
dex11.htm
FORM OF PURCHASE AGREEMENT FOR GUARANTEED DEBT SECURITIES

Form of Purchase Agreement for Guaranteed Debt Securities

6-K (2 sections)	Aug 7, 2009

6-K (2 sections)	May 5, 2009

F-3ASR (2 sections)	Mar 13, 2009

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Exhibit
Number

Description of Exhibit

Opinion of General Counsel of BP p.l.c., as to the validity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. and the Guarantees of BP p.l.c. as to certain matters of English law.

Opinion of Sullivan & Cromwell LLP, U.S. legal advisors to BP p.l.c. and BP Capital Markets p.l.c., as to the validity of the Guaranteed Debt Securities of BP Capital Markets p.l.c. and the Guarantees of BP p.l.c. as to certain matters of New York law.