Exhibit M-3
[Cleary Gottlieb Steen & Hamilton LLP Letterhead]
September 18, 2023
The Export-Import Bank of Korea
38 Eunhaeng-ro
Yeongdeungpo-gu
Seoul 07242
Republic of Korea
Ladies and Gentlemen:
We have acted as special United States counsel to The Export-Import Bank of Korea, a statutory juridical entity established in the Republic of Korea under The Export-Import Bank of Korea Act of 1969, as amended (the “Bank”), in connection with the Bank’s offering pursuant to a registration statement under Schedule B (No. 333-272847) of US$500,000,000 aggregate principal amount of its 5.375% notes due 2025, US$1,000,000,000 aggregate principal amount of its 5.125% notes due 2028, US$500,000,000 aggregate principal amount of its 5.125% notes due 2033 and EUR500,000,000 aggregate principal amount of its 3.625% notes due 2027 (the “Notes”) issued under a fiscal agency agreement dated as of August 1, 1991 (the “Fiscal Agency Agreement”) between the Bank and The Bank of New York Mellon, as fiscal agent. Such registration statement, as amended when it became effective, is herein called the “Registration Statement;” the related prospectus dated June 30, 2023, as filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), is herein called the “Base Prospectus;” the related prospectus supplement dated September 11, 2023, as filed with the Commission pursuant to Rule 424(b) under the Securities Act, is herein called the “Prospectus Supplement;” and the Base Prospectus and the Prospectus Supplement, together, are herein called the “Prospectus.”
In arriving at the opinion expressed below, we have reviewed the following documents:
| (a) | the Registration Statement; |
| (c) | specimens of the Notes; and |
| (d) | an executed copy of the Fiscal Agency Agreement. |
In addition, we have reviewed the originals or copies certified or otherwise identified to our satisfaction of all such other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below.
In rendering the opinion expressed below, we have assumed the authenticity of all documents submitted to us as originals and the conformity to the originals of all documents submitted to us as copies. In addition, we have assumed and have not verified (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Notes conform to the specimens thereof that we have reviewed and have been duly authenticated in accordance with the terms of the Fiscal Agency Agreement.
Based on the foregoing, and subject to the further assumptions and qualifications set forth below, it is our opinion that the Notes are the valid, binding and enforceable obligations of the Bank, entitled to the benefit of the Fiscal Agency Agreement.
In connection with the foregoing opinion, (a) we have assumed that each of the Bank and the Fiscal Agent has satisfied those legal requirements that are applicable to it to the extent necessary to make the Fiscal Agency Agreement and the Notes enforceable against it (except that no such assumption is made as to the Bank regarding matters of the federal law of the United States of America or the law of the State of New York that in our experience normally would be applicable with respect to the Fiscal Agency Agreement and the Notes), (b) such opinion is subject to applicable bankruptcy, insolvency and similar laws affecting creditors’ rights generally and to general principles of equity and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. In addition, we note that (i) the enforceability of the waiver of immunities by