Form 6-K BP PLC For: Sep 17

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 6-K

Report of Foreign Private Issuer

Pursuant to Rule 13a-16 or 15d-16 of

the Securities Exchange Act of 1934

Dated 17 September 2021

Commission File Number 1-06262

BP p.l.c.

(Translation of registrant’s name into English)

1 ST JAMES’S SQUARE, LONDON, SW1Y 4PD, ENGLAND

(Address of principal executive offices)

Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.

Form 20-F  ☒            Form 40-F  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(1):  ☐

Indicate by check mark if the registrant is submitting the Form 6-K in paper as permitted by Regulation S-T Rule 101(b)(7):  ☐

THIS REPORT ON FORM 6-K SHALL BE DEEMED TO BE INCORPORATED BY REFERENCE IN THE PROSPECTUS INCLUDED IN THE REGISTRATION STATEMENT ON FORM F-3 (FILE NOS. 333-254751, 333-254751-01 AND 333-254751-02) OF BP CAPITAL MARKETS AMERICA INC., BP CAPITAL MARKETS p.l.c AND BP p.l.c., AND TO BE A PART THEREOF FROM THE DATE ON WHICH THIS REPORT IS FURNISHED, TO THE EXTENT NOT SUPERSEDED BY DOCUMENTS OR REPORTS SUBSEQUENTLY FILED OR FURNISHED.

BP p.l.c. AND SUBSIDIARIES

FORM 6-K DATED 17 SEPTEMBER 2021

Table of Contents

Signatures

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

INDEX TO EXHIBITS

Exhibit 5.1

September 17, 2021

BP p.l.c.,

1 St. James’s 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 3.001% Guaranteed Notes due 2052 and U.S.$250,000,000 in aggregate principal amount of 3.379% Guaranteed Notes due 2061 (together, 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 an Eleventh Supplemental Indenture, dated as of February 8, 2021 (the “Eleventh Supplemental Indenture”) and a Thirteenth Supplemental Indenture, dated as of September 17, 2021 (the “Thirteenth Supplemental Indenture” and, together with the Base Indenture and the Eleventh Supplemental Indenture, the “Indenture”), relating to the Securities has been duly authorised, executed and delivered by BP; and

3. when (a) 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 (b) the Securities and the Guarantees have been issued and sold as contemplated in the Registration Statement, the Guarantees will constitute valid and legally binding obligations of BP, 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 and the state of Delaware 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 as of September 14, 2021. 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,

/s/ Jo Norman

Jo Norman

[Signature Page to the AGC Exhibit 5 Opinion]

Exhibit 5.2

September 17, 2021

BP p.l.c.,

1 St. James’s Square,

London SW1Y 4PD, England.

BP Capital Markets America Inc.,

501 Westlake Park Boulevard,

Houston, Texas 77079.

Ladies and Gentlemen:

In connection with the registration under the Securities Act of 1933 (the “Act”), of U.S.$1,250,000,000 in aggregate principal amount of 3.001% Guaranteed Notes due 2052 and U.S.$250,000,000 in aggregate principal amount of 3.379% Guaranteed Notes due 2061 (together, the “Securities”) of BP Capital Markets America Inc., a Delaware corporation (“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.

Upon the basis of such examination, we advise you that, in our opinion, (1) the Securities constitute valid and legally binding obligations of BP Capital and (2) assuming the Guarantees have been duly authorized, executed and delivered by BP insofar as the laws of England and Wales are concerned, the Guarantees 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.

In rendering the foregoing opinion, we are not passing upon, and assume no responsibility for, any disclosure in any registration statement or any related prospectus or other offering material relating to the offer and sale of the Securities.

The foregoing opinion is limited to the Federal laws of the United States, the laws of the State of New York and the General Corporation Law of the State of Delaware, and we are expressing no opinion as to the effect of the laws of any other jurisdiction. For purposes of our opinion, we have assumed that (1) BP has been duly incorporated and is an existing public limited company under laws of England and Wales and (2) the Indenture relating to the Securities has been duly authorized, executed and delivered by BP insofar as the laws of England and Wales are concerned. With respect to all matters of English law, we note that you have received an opinion, dated as of the date hereof, of Jo Norman, Managing Counsel – Treasury of BP.

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 Bank of New York Mellon Trust Company, N.A. (the “Trustee”) thereunder, that the Securities conform to the specimens thereof examined by us, that the Trustee’s certificate of authentication of the Securities has been signed by one of the Trustee’s authorized officers and that the signatures on all documents examined by us are genuine, assumptions which we have not independently verified.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement on Form 6-K and to the references to us under the heading “Validity of Securities” in the Prospectus as supplemented by the Prospectus Supplement dated September 14, 2021. In giving such consent we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act.