Exhibit 5.2
 (CLIFFORD CHANCE LOGO)
    
    CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURS




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CLIFFORD CHANCE LLP
ADVOCATEN SOLICITORS NOTARIS
BELASTINGADVISEURSDROOGBAK 1A
1013 GE AMSTERDAM
PO BOX 251
1000 AG AMSTERDAMTEL +31 20 7119 000
FAX +31 20 7119 999www.cliffordchance.com
   
  LyondellBasell  11% Notes Indenture
 advocaat Indenture Schedule 1 Documents and
Enquiries
 1.
    
    INTRODUCTION1.1
    
    Defined Terms and InterpretationIn this Opinion Letter:
 1.1.1
    
    Guarantor means LyondellBasell Industries N.V., registered as a public
company with limited liability (naamloze vennootschap) incorporated under




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CLIFFORD CHANCE LLP
 the laws of The Netherlands having its corporate seat in Rotterdam, The Netherlands,
with the trade register of the commercial register of the chamber of commerce in
Rotterdam (the Chamber) under number 24473890 (Industries);1.1.2
    
    terms defined or given a particular construction in the Indenture have the
same meaning in this Opinion Letter unless a contrary indication appears;1.1.3
    
    headings in this Opinion Letter are for ease of reference only and shall not
affect its interpretation; and1.1.4
    
    references to paragraphs or Schedules are references to the relevant
paragraph of or Schedule to this Opinion Letter, unless a contrary indication appears.
 1.2
    
    Legal ReviewFor the purpose of issuing this Opinion Letter we have reviewed only the documents listed in
Schedule 1(Documents and Enquiries) and we have undertaken only the searches and enquiries
listed in Schedule 1(Documents and Enquiries).1.3
    
    Applicable LawThis Opinion Letter and the opinions given in it are governed by Dutch law.1.4
    
    Assumptions and ReservationsThe opinions given in this Opinion Letter are given on the basis of the assumptions set out
in Schedule 2(Assumptions) and are subject to the reservations set out in Schedule 3
(Reservations). The opinions given in this Opinion Letter are strictly limited to the
matters stated in paragraph 2 (Opinions) and do not extend to any other matters.2.
    
    OPINIONSWe are of the opinion that:2.1
    
    Corporate ExistenceThe Guarantor has been duly incorporated and is registered as a public company with limited
liability (naamloze vennootschap) under Dutch law and has the corporate power to enter into
the Indenture and to exercise its rights and perform its obligations under the Indenture.
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CLIFFORD CHANCE LLP
 2.2
    
    Power and AuthorityAll corporate action required to authorise the execution by the Guarantor of the Indenture
and the exercise by it of its rights and the performance by it of its obligations under the
Indenture has been duly taken.2.3
    
    Due executionThe Indenture has been duly executed by the Guarantor.2.4
    
    Legal, Valid, Binding and Enforceable obligationsThe obligations expressed to be assumed by the Guarantor in the Indenture constitute its
legal, valid, binding and enforceable obligations.2.5
    
    Conflict with Laws and Articles of AssociationNeither the execution by the Guarantor of the Indenture nor the performance by the Indenture
of its obligations thereunder conflicts with (i) the Articles of Association or (ii) any law
of The Netherlands to which the Guarantor is subject which would make the Indenture null and
void or subject the Indenture to nullification or avoidance.3.
    
    LIMITS OF OPINIONThis opinion is given only with respect to Dutch law in force as at the date hereof
(excluding unpublished case law), excluding tax law, competition law and the law of the
European Union to the extent not directly applicable in The Netherlands, except to the
extent expressly opined on herein. We express no opinion on matters of fact or any
commercial, accounting or other non-legal matter. Furthermore, we express no opinion in
respect of any representations and warranties or other statements contained in the
Indenture.4.
    
    ADDRESSEES AND PURPOSEThis Opinion Letter is addressed to you and is issued in connection with the Indenture. It
may not, without our prior written consent, be relied on for any other purpose or be
disclosed to or relied on by any other person.As this Opinion Letter is furnished by us in connection with the filing of the registration
statement and we hereby consent to the filing of this opinion as an exhibit to the
registration statement of the Form S-1 of the Company filed with the United Stated
Securities and Exchange Commission (SEC) and to the references to us in the registration
statement. In giving such consent, we do not admit that we are within the category of
persons whose consent is required under the Securities Act of 1933, as amended, or the rules
and regulation of the SEC thereunder; and, except as provided
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CLIFFORD CHANCE LLP
 in the immediately preceding sentence, may not be (in whole or in part) used, copied,
circulated or relied upon by any party or for any other purpose without our written consent.
  Jelle HoflandAdvocaatClifford Chance LLP
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CLIFFORD CHANCE LLP
 SCHEDULE 1
DOCUMENTS AND ENQUIRIES
 1.
    
    INDENTURE1.1
    
    GeneralA scanned copy, received by e-mail of the Indenture.2.
    
    CORPORATE DOCUMENTS2.1
    
    ExtractsA faxed copy, received by e-mail of an original official extract (uittreksel) dated [] 2011
from the Chamber relating to the registration of the Guarantor under number 24473890 and
confirmed to us by the Chamber by telephone on the date hereof to have remained unaltered
since such date.2.2
    
    ArticlesA faxed copy, received by e-mail of the articles of association (statuten) of the Guarantor,
as, according to the extract referred to in 2.1 above, they stand since their last amendment
on 27 May 2011.2.3
    
    Board resolution and Power of AttorneyA scanned copy, received by e-mail of an original written resolution by the board of
managing directors of the Guarantor dated 24 March 2010 and 28 April 2010 (the Board
Resolution) and a scanned copy, received by e-mail of an original executed power of
attorney dated 8 April 2010 (the Power of Attorney).2.4
    
    Supervisory board resolutionA scanned copy, received by e-mail of a written resolution by the supervisory board of
directors of the Guarantor dated 24 March 2010 and 6 April 2010 (the Supervisory Board
Resolution).
 Resolutions
 2.5
    
    CertificateA scanned copy, received by e-mail of a directors certificate of the Guarantor dated []
2011, confirming that the Indenture has, since our legal opinion dated 30 April 2010
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CLIFFORD CHANCE LLP
 which was issued in relation to the Indenture, not been amended or rescinded and is
therefore in full force and effect as at the date of this opinion. (the Certificate).
 Corporate Documents
 2.6
    
    Enquiries
 (a)
    
    An enquiry by telephone was made at the Chamber on the date hereof in respect
of the Guarantor.(b)
    
    An enquiry by telephone was made at the bankruptcy chamber of the civil law
section (Sector Civiel Recht) of the relevant court of first instance on the date
hereof in respect of the Guarantor.(c)
    
    An online enquiry was made at the EU Insolvency register (EU
Insolventieregister) maintained with the court of first instance of The Hague on the
date hereof in respect of the Guarantor.
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CLIFFORD CHANCE LLP
 SCHEDULE 2
ASSUMPTIONS
  1.
    
    ORIGINAL AND GENUINE DOCUMENTATION
 (a)
    
    All signatures are genuine, all original documents are authentic and all copy
documents are complete and conform to the originals.(b)
    
    The Indenture and Corporate Documents have been executed on the date specified
in those documents by all parties to it in the form examined by us.
 2.
    
    PARTIES OTHER THAN THE DUTCH OBLIGORS
 (a)
    
    Each party to the Indenture (other than the Guarantor) is duly incorporated and
validly existing and has the capacity to enter into and to exercise its rights and to
perform its obligations under the Indenture and there is nothing under applicable laws
that would prevent this.(b)
    
    Each party to the Indenture (other than the Guarantor) has duly executed the
Indenture.(c)
    
    Each of the Finance Parties is authorised to perform the transactions and
services listed in Annex I to the EU Banking Co-ordination Directive (2006/48/EU) of 14
June 2006.
 3.
    
    CORPORATE AUTHORITY OF THE DUTCH OBLIGORS
 (a)
    
    The Deed of Incorporation of the Guarantor is a valid notarial deed
(authentieke akte), the contents of which were correct and complete as of the date
thereof and there were no defects in the incorporation of the Guarantor (not appearing
on the face of the Deed of Incorporation) on the basis of which a court might dissolve
the Guarantor or deem it has never existed.(b)
    
    The Resolutions of the Guarantor were duly adopted in accordance with the
Articles of Association of the Guarantor and at the date hereof the Corporate Documents
are accurate, have not been amended or rescinded, are in full force and effect and all
matters certified therein are true.(c)
    
    The sole managing director of the Guarantor does not have a conflict of
interests with the Guarantor in respect of the Indenture that would preclude him from
validly representing the Guarantor. Although not providing conclusive evidence this
assumption is supported by the confirmation in the
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CLIFFORD CHANCE LLP
 Board Resolution that the managing director does not have a conflict of interest.(d)
    
    The Indenture has been executed on behalf of the Guarantor by: (i) Mr A.G. de
Vries (acting individually as authorised representative of Stichting TopCo, the sole
managing director of the Guarantor) or (ii) by Messrs C. Kent Potter and Gerald A.
OBrien acting as attorney of the Guarantor pursuant to the Power of Attorney and the
execution, delivery and performance of the Indenture is in the Guarantors corporate
interest (vennootschappelijk belang) and conducive to the realisation of and useful in
connection with the Guarantors corporate objects (doel).(e)
    
    Under the laws governing the existence and extent of the Power of Attorney
towards third parties (as determined pursuant to the rules of The Hague Convention on
the Laws Applicable to Agency 1978), if other than Dutch law, such Power of Attorney
authorised the Attorney to create binding obligations for the Guarantor towards the
parties with whom such Attorney will act or has acted.(f)
    
    All of the requirements of the Works Council Act (Wet op de ondernemingsraden)
have been complied with. Although not providing conclusive evidence this assumption is
supported by the confirmation contained in the Board Resolutions that there are no
works councils with jurisdiction over the transactions as contemplated by the
Indenture.(g)
    
    The centre of main interests of the Guarantor (as referred to in EC Council
Regulation no. 1346/2000 of 29 May 2000 on insolvency proceedings) is located in The
Netherlands.(h)
    
    The Guarantor is in compliance with the Act on the Financial Supervision (Wet
op het financieel toezicht) (hereinafter AFS) and any regulations issued pursuant
thereto.(i)
    
    The Guarantor has not been dissolved (ontbonden), granted a moratorium of
payments (surseance van betaling verleend) or declared bankrupt (failliet verklaard).
Although not constituting conclusive evidence thereof, this assumption is supported by
the searches and enquiries undertaken by us as listed in Schedule 1(Documents and
Enquiries).(j)
    
    All parties entered into the Indenture for bona fide commercial reasons and on
arms length terms.
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CLIFFORD CHANCE LLP
 4.
    
    INDENTURE
 (a)
    
    The Indenture constitutes the legal, valid and binding obligations of all
parties thereto (including the Guarantor) enforceable in accordance with its terms
under the laws by which it is expressed to be governed and any other relevant laws
(except for Dutch law).(b)
    
    The Indenture has since our legal opinion dated 30 April 2010 not been amended
or rescinded or otherwise terminated, and is therefore in full force and effect, which
assumption is supported by the confirmations made in this respect on behalf of the
Guarantor in the Certificate.(c)
    
    The choice of law contained in the Indenture is a valid and binding selection
and the submission by the Guarantor in the Indenture to the courts named therein is
valid and binding under the laws by which the Indenture is expressed to be governed and
any other relevant laws (except for Dutch law).(d)
    
    Insofar as any obligation of the Guarantor under the Indenture falls to be
performed in any jurisdiction outside The Netherlands, such performance will not be
illegal or ineffective under the laws of that jurisdiction.
 5.
    
    OTHER DOCUMENTSSave for those documents listed in Schedule 1(Documents and Enquiries), there is no other
agreement, instrument or other arrangement between any of the parties to the Indenture which
modifies or supersedes the Indenture.
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CLIFFORD CHANCE LLP
 SCHEDULE 3
RESERVATIONS
  1.
    
    LIMITATIONS ARISING FROM INSOLVENCY LAWThe opinions set out in this Opinion Letter are subject to any limitations arising from
bankruptcy (faillissement), suspension of payments (voorlopige) surseance van betaling),
voidable preference (Pauliana) and similar laws affecting the rights of creditors or secured
creditors generally.2.
    
    ENFORCEABILITY
 (a)
    
    The terms enforceable, enforceability, valid, legal, binding and
effective (or any combination thereof) where used above, mean that the obligations
assumed by the relevant party under the relevant document are of a type which Dutch law
generally recognises and enforces; they do not mean that these obligations will
necessarily be enforced in all circumstances in accordance with their terms; in
particular, enforcement before the courts of The Netherlands will in any event be
subject to:
 (i)
    
    the degree to which the relevant obligations are enforceable
under their governing law (if other than Dutch law);(ii)
    
    the nature of the remedies available in the Dutch courts (and
nothing in this opinion must be taken as indicating that specific performance
or injunctive relief would be available as remedies for the enforcement of such
obligations);(iii)
    
    the acceptance of such courts of jurisdiction and the power of
such courts to stay proceedings if concurrent proceedings are being brought
elsewhere;(iv)
    
    prescription or limitation periods (within which suits, actions
or proceedings must be brought); and(v)
    
    the availability of defences such as, without limitation,
set-off (unless validly waived), fraud, duress, error, force majeure,
unforeseen circumstances, misrepresentation, undue influence, abatement and
counter-claim.
 (b)
    
    The validity and enforceability of the obligations of the Guarantor under the
Indenture may be successfully contested by the Guarantor (or its receiver in
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CLIFFORD CHANCE LLP
 bankruptcy) on the basis of Article 2:7 Dutch Civil Code, if both (i) the execution
of the Indenture is not within the scope of the objects of the Guarantor
(doeloverschrijding), and (ii) the counterparty of the Guarantor under the Indenture
knew or ought to have known (without enquiry) of this fact.(c)
    
    A public company with limited liability may not, with a view to the
subscription or acquisition by third parties of shares in its share capital or
depositary receipts thereof provide security (zekerheid stellen), grant loans (leningen
verstrekken) provide guarantees (koersgarantie geven) or otherwise bind itself, whether
jointly and severally or otherwise with or for third parties. This prohibition also
applies to its subsidiaries.(d)
    
    The validity and enforceability of the obligations of the Guarantor under the
Indenture may be successfully contested by its creditors if such obligation is
prejudicial to the interests of such creditors (and the other requirements for voidable
preference are met).(e)
    
    To the extent that any assets owned by the Guarantor have a public utility
function, seizure of these assets is prohibited by virtue of Articles 436 and 703 Dutch
Code of Civil Procedure. No attachments may be made on books with records required for
the Guarantors business.
 3.
    
    POWER OF ATTORNEYUnder Dutch law, each power of attorney or mandate, whether or not irrevocable, granted by
the Guarantor in the Indenture and Corporate Documents, will terminate by operation of law
and without notice upon its bankruptcy (faillissement) of the Guarantor and can only be
effectively exercised with the co-operation of the court-appointed administrator
(bewindvoerder) in the event of the Guarantor being granted a (preliminary) suspension of
payments ((voorlopige) surseance van betaling). This qualification would also apply to the
extent that the appointment by the Guarantor of a process agent were to constitute a power
of attorney or a mandate.4.
    
    REGULATORY
 (a)
    
    If a party to the Indenture is controlled by or otherwise connected with a
person, organisation or (is itself resident in a country, which is the subject of
United Nations, European Community or Netherlands sanctions, implemented, effective or
sanctioned in The Netherlands under the Sanction Act 1977 (Sanctiewet 1977), the
Economic Offences Act (Wet op de economische delicten), the Import and Export Act (In-
en uitvoerwet) or the AFS, or is otherwise the target of any such sanctions, then the
obligations of the
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CLIFFORD CHANCE LLP
 Guarantor to that party, or if that party is the Guarantor, the obligations of the
Guarantor, under the Indenture may be unenforceable, void or otherwise affected.(b)
    
    The Guarantor may be appointed by, and in such case obliged to comply with all
notification and registration requirements of, the Dutch Central Bank (De Nederlandsche
Bank N.V.) in connection with all payments to be made by the Guarantor under the
Indenture to or from non-residents of The Netherlands in accordance with the General
Reporting Instructions 2003 (Rapportagevoorschriften betalingsbalansrapportages 2003)
pursuant to the External Financial Relations Act 1994 (Wet financiële betrekkingen
buitenland 1994), although a failure to perform any of these formalities will not
adversely affect the validity, effectiveness, enforceability or admissibility in
evidence of the Indenture or any payment made or to be made thereunder.
 5.
    
    DUTCH COURT PROCEEDINGS
 (a)
    
    Notwithstanding a contractual provision to the contrary, a competent court in
The Netherlands may assume jurisdiction (i) pursuant to Article 254 Dutch Code of Civil
Procedure (Wetboek van Burgerlijke Rechtsvordering) in urgent matters, when, in view of
the interests of the parties, provisional measures are required, (ii) in the context of
an attachment against the Guarantor or any of its assets, and (iii) if the defendant
enters appearance and does not contest the jurisdiction prior to defences relating to
the merits and, if Section 1 (eerste afdeling) Title 1 Book 1 of the Dutch Code of
Civil Procedure applies, there is a reasonable ground for jurisdiction of such Dutch
court.(b)
    
    Pursuant to the Rome Convention, the relevant court in The Netherlands may give
effect to (i) mandatory provisions of Dutch law irrespective of the choice of law made
and no effect would be given to the choice of law in the Indenture to the extent that
application of that law would be incompatible with the public policy in The Netherlands
and (ii) mandatory rules of law of another jurisdiction with which the situation has a
close connection, if and insofar as, under the law of the latter jurisdiction, those
rules must be applied whatever the chosen law applicable to the Indenture.(c)
    
    The enforcement of the Indenture and of any foreign judgments in The
Netherlands will be subject to the rules of civil procedure as applied by the courts in
The Netherlands.(d)
    
    Notwithstanding the terms of the Indenture, the taking of concurrent
proceedings in more than one jurisdiction in which the Brussels Regulation
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 applies may be precluded by one of the provisions of Section 9 (Related Actions) of
the Brussels Regulation.(e)
    
    A Dutch court may decline jurisdiction if concurrent proceedings are being
brought elsewhere.
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