Exhibit M-12
[Lee & Ko Letterhead]
February 24, 2022
To: The Korea Development Bank
14, Eunhaeng-ro
Yeongdeungpo-gu, Seoul 07242
The Republic of Korea
Re: The Korea Development Bank US$1,000,000,000 2.000% Notes Due 2025 and US$500,000,000 2.250% Notes Due 2027
Ladies and Gentlemen:
We have acted as special Korean legal counsel for The Korea Development Bank (“KDB”), a statutory juridical entity established in the Republic of Korea pursuant to The Korea Development Bank Act of 1953, as amended, in connection with KDB’s offering pursuant to a registration statement (file number: 333-246071) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”) when it became effective (the “Registration Statement”) of US$1,000,000,000 aggregate principal amount of 2.000% notes due 2025 (the “2025 Notes”) and US$500,000,000 aggregate principal amount of 2.250% notes due 2027 (the “2027 Notes”, and together with the 2025 Notes, the “Notes”) issued under the fiscal agency agreement (the “Fiscal Agency Agreement”) dated as of February 15, 1991, as amended as of June 25, 2004, between KDB and The Bank of New York Mellon, as fiscal agent (the “Fiscal Agent”).
In connection with providing legal opinions set forth herein, we have examined and relied upon the originals or copies, certified or otherwise identified to our satisfaction, of the documents, records, certificates and/or other instruments (individually a “document” and collectively the “documents”) as we have deemed necessary as a basis for this opinion, including:
| (1) | the Registration Statement; |
| (2) | the prospectus dated July 2, 2021 as supplemented by the prospectus supplement dated February 16, 2022 relating to the Notes (collectively, the “Prospectus”); |
| (3) | an executed copy of the Fiscal Agency Agreement; |
| (4) | a copy of the executed and authenticated 2025 Notes in global form; |
| (5) | a copy of the executed and authenticated 2027 Notes in global form; |
| (6) | a copy of the portion of the board of directors’ approval for the Limit and Type of Industrial Finance Bonds for 2022 as of December 22, 2021 including foreign currency denominated securities; |
| (7) | copies of the articles of incorporation and registry extracts of KDB; |
| (8) | a copy of the internal approval granted by the Chief Executive Officer and Chairman of the Board of Directors of KDB on January 27, 2022, authorizing the issue of the Notes; |
| (9) | the corporate seal certificate of the Chief Executive Officer and Chairman of the Board of Directors of KDB; |
| (10) | copies of specimen signatures of the authorized signatories of KDB; and |
| (11) | a copy of the report submitted to and accepted by the Ministry of Economy and Finance of Korea as of February 7, 2022 regarding the issuance of the Notes by KDB. |