Exhibit M-12
[Yoon & Yang Letterhead]
February 12, 2020
The Export-Import Bank of Korea
38Eunhaeng-ro
Yeongdeungpo-gu
Seoul 07242
Republic of Korea
Re: | The Export-Import Bank of Korea / US$500,000,000 1.875% Notes Due 2025 |
Ladies and Gentlemen:
We have acted as special Korean counsel for The Export-Import Bank of Korea (the “Issuer”), a statutory juridical entity duly established pursuant to the Export-Import Bank of Korea Act (the “Eximbank 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 (RegistrationNo. 333-217916) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”) when it became effective (the “Registration Statement”) of US$500,000,000 1.875% notes due 2025 (the “Notes”) issued under the fiscal agency agreement dated August 1, 1991 (the “Fiscal Agency Agreement”) and made by and between the Issuer and The Bank of New York Mellon (the “Fiscal Agent”).
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. | the Registration Statement; |
2. | the Prospectus dated July 10, 2019 contained in the Registration Statement as supplemented by the Prospectus Supplement dated February 5, 2020 relating to the Notes (as supplemented, the “Prospectus”); |
3. | an executed copy of the Fiscal Agency Agreement; |
4. | a copy of the executed Notes in global form; |
5. | copies of the Articles of Incorporation and the Commercial Registry extracts of the Issuer; |
6. | the internal regulations and the operating manual of the Issuer, including a copy of the internal regulations of delegation of the Issuer delegating authority to the Executive Director of the Risk Management Group of the Issuer in relation to the issuance of the Notes; |
7. | a copy of the internal approval by the Executive Director of the Risk Management Group of the Issuer dated January 30, 2020; and |
8. | a copy of the Issuer’s report filed with the Ministry of Economy and Finance of Korea (the “MOEF”) dated January 23, 2020. |
As to any other matters of fact material to the opinion expressed herein, we have made no independent inquiry and have relied solely upon the certificates or oral or written statements of officers and other representatives of the Issuer.