Republic Of Korea S-B Registration of securities for foreign governments

Exhibit M-2

[Shin & Kim LLC Letterhead]

June 27, 2024

The Export-Import Bank of Korea

38 Eunghaeng-ro

Youngdeungpo-gu, Seoul

Republic of Korea

Ladies and Gentlemen:

We have acted as 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 “KEXIM 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 under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”) when it became effective (the “Registration Statement”) of (i) the Issuer’s debt securities in the aggregate principal amount up to US$7,556,498,627 (the “Notes”), to be issued under the Fiscal Agency Agreement dated August 1, 1991 and made by the Issuer and the Fiscal Agent (the “Fiscal Agent”) named therein (the “Fiscal Agency Agreement”) and (ii) any guarantee by Korea of the Notes (the “Guarantee”).

In connection with providing legal opinions set forth herein, we have examined originals or copies, certified or otherwise identified to our satisfaction, of the documents, records, certificates of public officials and other instruments as we have deemed necessary or advisable.

In such examination, we have assumed the genuineness of all signatures, stamps and seals, the legal capacity of natural persons, the authenticity, accuracy and up-to-datedness of all documents submitted to us as originals and the conformity to original documents of all documents submitted to us as certified or photostatic copies. We have also assumed, in relation to the documents, that other than by or in relation to the Issuer, each of the documents is within the capacity and powers of, and has been validly authorized, executed and delivered by, the relevant parties thereto and is legal, valid, binding and enforceable in accordance with its respective terms under the laws of the relevant jurisdiction by which it is expressed to be governed, and there has been no breach of any of the terms thereof. We have further assumed that where a document has been examined by us in draft or specimen form, it will be, or has been, executed in the form of that draft or specimen.

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:

(a) the Registration Statement;

(b) the form of Prospectus contained in the Registration Statement (the “Prospectus”); and

(c) an executed copy of the Fiscal Agency Agreement.

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.

Based upon the foregoing, and subject to further qualifications set forth below, we are of the opinion that:

(a) The Issuer is a statutory juridical entity duly established under the KEXIM Act and validly existing under the laws of Korea, with power and authority to own its properties and conduct its business as described in the Prospectus forming a part of the Registration Statement;

(b) The Fiscal Agency Agreement has been duly authorized and executed by the Issuer;

(c) The statements in the Prospectus concerning matters of Korean law (except for the financial statements and related schedules and other financial and statistical data contained therein as to which we express no opinion) are accurate and up-to-date as of the date hereof in all material respects;

(d) When the Notes are duly authorized by all necessary actions by the Issuer and issued by the Issuer as contemplated in the Registration Statement and have been delivered to and duly paid for by the purchasers thereof, the Notes will constitute legally valid, binding and enforceable obligations of the Issuer; and

(e) When the Guarantee is duly authorized and approved by all necessary actions by Korea and the Issuer and issued by Korea as contemplated in the Registration Statement, the Guarantee will constitute legally valid, binding and enforceable obligations of Korea.

The opinions set forth above are subject to the following reservations and qualifications:

(a) The obligations of the Issuer under the Fiscal Agency Agreement and the Notes and the obligations of Korea under the Guarantee and the enforcement thereof may be limited or affected generally by the laws governing fraudulent conveyance, moratorium, statutory limitation or other similar matters which generally affect the rights of creditors;

(b) The obligations of Issuer under the Fiscal Agency Agreement and the Notes and the obligations of Korea under the Guarantee and the enforcement thereof may be also affected or limited by the general principle of good morals and other social order and the general principle of good faith and fairness provided for in the Civil Code of Korea. In addition, failure to exercise a right of action for more than a certain period of time may operate as a bar to the exercise of such right;

(c) Nothing in this opinion should be taken as indicating that the remedies of specific performance, injunction and/or any other equitable remedies would necessarily be available with respect to any particular provision of the Fiscal Agency Agreement, the Notes, the Guarantee and any related agreements in any particular instance;

(d) The enforceability of provisions releasing or exculpating a party from, or requiring indemnification of a party for, liability for its own action or inaction may be limited or affected where the action or inaction involves unlawful conduct, willful misconduct or gross negligence;

(e) Korean courts may exercise judicial discretion in determining certain matters such as non-exclusiveness of rights or remedies, conclusiveness of certificates, amount of damages, entitlement to attorneys’ fees and other related costs; and

(g) If the Korean government deems that certain emergency circumstances, including but not limited to severe and sudden changes in domestic or overseas economic circumstances, extreme difficulty in stabilizing the balance of payments or in implementing currency, exchange rate and other macroeconomic policies, have occurred or are likely to occur, it may impose certain necessary restrictions provided for under the Foreign Exchange Transaction Law, such as the suspension of payments or requiring prior approval from governmental authorities for any transaction.

The foregoing opinions are confined to and given on the basis of Korean law as in effect on the date hereof and we express no opinion in respect of those matters governed by or construed in accordance with the laws of any jurisdiction other than Korea. To the extent that the laws of the United States of America and the State of New York are relevant to our opinion set forth above, we have, without making any independent investigation with respect thereto, relied upon, and our opinion is subject to the qualifications, assumptions and exceptions set forth in, the opinion, dated June 27, 2024, of Cleary Gottlieb Steen & Hamilton LLP, United States counsel to the Issuer and Korea (the “Registrants”). We have also assumed that there is nothing in the law of any other jurisdiction which affects this opinion.

This opinion is addressed to and is solely for the benefit of the Registrants and, except with our express consent, is not to be transmitted to, nor is it to be relied upon by, any other person (save United States counsel to the Registrants in connection with the issuance of the Notes and the Guarantee) or for any purpose other than in connection with the issuance of the Notes and the Guarantee. This opinion is limited to the matters addressed herein and is not to be read as an opinion with respect to any other matter.

We hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Registration Statement, without thereby admitting that we are “experts” under the Securities Act or the rules and regulations of the Securities and Exchange Commission thereunder for the purpose of any part of the Registration Statement, including the exhibit as which this opinion is filed.

Yours faithfully,
By	/s/ Shin & Kim LLC
	Shin & Kim LLC