Exhibit M-4
[Shin & Kim Letterhead]
October 23, 2023
The Korea Development Bank
14 Eunhaeng-ro, Yeongdeungpo-gu
Seoul 07242
Republic of Korea
Re: | The Korea Development Bank / US$700,000,000 5.375% Notes due 2026, US$500,000,000 5.375% Notes due 2028, US$500,000,000 5.625% Notes due 2033 and US$300,000,000 Floating Rate Notes due 2026 |
(Our Ref. No.: K00012-2375)
Ladies and Gentlemen:
We have acted as Korean counsel for The Korea Development Bank of Korea (the “Issuer”), a statutory juridical entity duly established pursuant to the Korea Development Bank Act of 1953, as amended (the “KDB Act”) and validly existing under the laws of the Republic of Korea (“Korea”), in connection with the Issuer’s offering, pursuant to a registration statement, as amended (Registration No. 333-265886, the “Registration Statement”), under Schedule B of the U.S. Securities Act of 1933, as amended (the “Securities Act”) when it became effective, of US$700,000,000 5.375% Notes due 2026 (the “2026 Notes”), US$500,000,000 5.375% Notes due 2028 (the “2028 Notes”), US$500,000,000 5.625% Notes due 2033 (the “2033 Notes”) and US$300,000,000 Floating Rate Notes due 2026 (the “Floating Rate Notes”, and together with the 2026 Notes, the 2028 Notes and the 2033 Notes, the “Notes”) to be issued under the Fiscal Agency Agreement dated February 15, 1991, as amended on June 25, 2004 (collectively, the “Fiscal Agency Agreement”) by and between the Issuer and The Bank of New York Mellon as fiscal agent.
For the purposes of this opinion, we have reviewed the originals or copies, certified or otherwise identified to our satisfaction of such instruments and other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Issuer.
In addition, and without prejudice to the generality of the immediately preceding paragraph, in arriving at the opinion expressed below, we have reviewed the following specific documents relating to the Notes:
| 1. | a copy of the Registration Statement; |
| 2. | a copy of the prospectus dated July 25, 2023 contained in the Registration Statement (the “Base Prospectus”) as supplemented by the preliminary prospectus supplement dated October 13, 2023 relating to the Notes (as supplemented, the “Preliminary Prospectus”); |
| 3. | the Base Prospectus as supplemented by the prospectus supplement dated October 16, 2023 relating to the Notes (as supplemented, the “Prospectus”); |
| 4. | an executed copy of the Fiscal Agency Agreement; |
| 5. | an executed copy of the 2026 Notes in global form; |
| 6. | an executed copy of the 2028 Notes in global form; |
| 7. | an executed copy of the 2033 Notes in global form; |
| 8. | an executed copy of the Floating Rate Notes in global form; |