Exhibit M-14
[Bae, Kim & Lee LLC Letterhead]
February 18, 2020
The Korea Development Bank
14Eunhaeng-ro,Yeongdeungpo-gu
Seoul 07242
Republic of Korea
Re:The Korea Development Bank: US$750,000,000 Floating Rate Notes due 2023 and US$750,000,000 1.750% Notes due 2025
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$750,000,000 aggregate principal amount of floating rate notes due 2023 (the “Floating Rate Notes”) and US$750,000,000 aggregate principal amount of 1.750% notes due 2025 (the “Fixed Rate Notes”, and together with the Floating Rate Notes, the “Notes”) pursuant to the registration statement (file number:333-217914) filed by the Issuer on May 12, 2017 with the United States Securities Exchange Commission (the “Commission”) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”), as amended by Amendment No. 6 filed on June 12, 2019, and as declared effective by the Commission on June 19, 2019 (New York time) (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 June 19, 2019 relating to the debt securities to be issued by the Issuer pursuant to the Registration Statement, as supplemented by the final prospectus supplement dated February 10, 2020, 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. |