Exhibit M-6
[Bae, Kim & Lee LLC Letterhead]
January 19, 2021
The Korea Development Bank
14, Eunhaengro
Yeongdeungpogu
Seoul, Republic of Korea
Re: | The Korea Development Bank: US$700,000,000 0.400% Notes Due 2024, US$500,000,000 0.800% Notes Due 2026, and US$300,000,000 1.625% Notes Due 2031 |
Dear Sirs:
We have acted as special Korean counsel to The Korea Development Bank (the “Issuer”), in connection with the issuance by the Issuer of US$700,000,000 aggregate principal amount of 0.400% Notes due 2024 (the “2024 Notes”), US$500,000,000 aggregate principal amount of 0.800% Notes due 2026 (the “2026 Notes”) and US$300,000,000 aggregate principal amount of 1.625% notes due 2031 (the “2031 Notes”, and together with the 2024 Notes, and the 2026 Notes, the “Notes”) pursuant to the registration statement (file number: 333-246071) filed by the Issuer on August 14, 2020 with the United States Securities Exchange Commission (the “Commission”) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”), as declared effective by the Commission on August 25, 2020 (New York time), and as amended by Amendment No. 1 filed on October 27, 2020 (the “Registration Statement”) and to be issued by the Issuer under the fiscal agency agreement dated as of February 15, 1991, by and between the Issuer and The Bank of New York, as fiscal agent, as amended by the Amendment No.1 thereto dated June 25, 2004 (the “Fiscal Agency Agreement”). The prospectus dated August 25, 2020 relating to the debt securities to be issued by the Issuer pursuant to the Registration Statement, as supplemented by the final prospectus supplement dated January 11, 2021, used in connection with the offering of the Notes, is herein called the “Prospectus”.
We have examined all such laws and regulations of the Republic of Korea (“Korea”) as are relevant to the Underwriting Agreement, the Fiscal Agency Agreement and the Notes and the originals or copies, including photocopies, certified or otherwise identified to our satisfaction, of all such corporate and official records of the Issuer and of all such published records, regulations, certificates, rulings, and orders of officials and agencies of the Korean government, of all such certificates of officials and other representatives of the Issuer, and of all such other agreements, documents and matters as we have deemed necessary or advisable for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, seals and stamps, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies thereof, and we have found nothing to indicate that such assumptions are not fully justified. In giving this opinion, we have also assumed in relation to the documents which we examined that other than in relation to the Issuer, all such documents are within the capacity and powers of, and have been validly authorized, executed and delivered by, the relevant parties thereto, and are legal, valid, binding and enforceable in accordance with their respective terms under the laws of the relevant jurisdiction by which they are expressed to be governed, and that all necessary governmental consents, authorizations and approvals required in any country (other than the Issuer) for the execution, delivery and performance by any parties (other than the Issuer) thereto have been or will be obtained and that all necessary notices, filings, registrations and recordings in any applicable jurisdiction (other than the Issuer) in respect of the Fiscal Agency Agreement and the Notes have been or will be given or effected in accordance with the laws and regulations of every such applicable jurisdiction. As to any other matters of fact material to the opinions expressed herein, we have relied upon certificates or statements of officials and other representatives of the Issuer.
Based upon the foregoing and subject to further qualifications set forth below, we are of the opinion that:
1. | The Issuer is a statutory juridical entity duly established under the Korea Development Bank Act and validly existing under the laws of Korea and has full power, capacity and authority to own its properties and conduct its business as described in the Prospectus forming part of the Registration Statement; |
2. | The Fiscal Agency Agreement has been duly authorized and executed by the Issuer; and |
3. | The Notes have been duly authorized, executed, issued and delivered by the Issuer and constitute valid and binding obligations of the Issuer and enforceable in accordance with their terms. |