Exhibit M-6
[Shin & Kim Letterhead]
February 15, 2024
The Korea Development Bank
14 Eunhaeng-ro, Yeongdeungpo-gu
Seoul 07242
Republic of Korea
Re: | The Korea Development Bank / US$1,750,000,000 4.625% Notes due 2027 and US$1,250,000,000 4.500% Notes due 2029 |
(Our Ref. No.: K00012-2404)
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$1,750,000,000 4.625% Notes due 2027 (the “2027 Notes”) and US$1,250,000,000 4.500% Notes due 2029 (the “2029 Notes”, and together with the 2027 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 February 1, 2024 relating to the Notes (as supplemented, the “Preliminary Prospectus”); |
| 3. | the Base Prospectus as supplemented by the Prospectus Supplement dated February 6, 2024 relating to the Notes (as supplemented, the “Prospectus”); |
| 4. | an executed copy of the Fiscal Agency Agreement; |
| 5. | an executed copy of the 2027 Notes in global form; |
| 6. | an executed copy of the 2029 Notes in global form; |
| 7. | copies of the articles of incorporation of the Issuer currently in effect and the commercial registry extracts of the Issuer dated February 1, 2024; |
| 8. | a copy of the minutes of the meeting of the board of directors of the Issuer held on December 14, 2023; |