Exhibit M-5
KIM & CHANG
Seyang Building, 223 Naeja-Dong, Chongro-Ku, Seoul, Korea 110-720
Telephone: (822) 3703-1100 / 1114 Fax: (822) 737-9091/3 Telex: LAWKIM K28588
E-Mail: lawkim@kimchang.com MCI Mail: 6641045
November 13, 2002
The Korea Development Bank
16-3 Youido-dong
Youngdeungpo-gu, Seoul
Republic of Korea
Re: The Korea Development Bank of Korea: Registration Statement under
Schedule B of the Securities Act of 1933, as amended (No. 333-97299)
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Ladies and Gentlemen:
We have acted as Korean counsel for The Korea Development Bank (the
"Bank"), a governmental financial institution established pursuant to The Korea
Development Bank Act of 1953, as amended (the "KDB Act"), in the Republic of
Korea (the "Republic"), in connection with the filing by the Bank of the Bank's
Registration Statement (No. 333-97299) (the "Registration Statement") under
Schedule B of the Securities Act of 1933, as amended (the "Securities Act") with
the Securities and Exchange Commission (the "Commission") relating to the
offering, from time to time, as set forth in the Registration Statement, the
form of prospectus contained therein (the "Prospectus") and one or more
supplements to the Prospectus, of the Bank's unsecured debt securities (the
"Debt Securities") and guarantees (the "Guarantees"). The Registration Statement
relates to Debt Securities and Guarantees having an aggregate initial public
offering price or purchase price of up to approximately US$6,621,000,000 (or the
equivalent in other currencies). The Guarantees are to be issued in the form of
securities guarantees (the "Securities Guarantees") or deed poll guarantees (the
"Deed Poll Guarantees") pursuant to a guarantee agreement (the "Guarantee
Agreement") dated November 13, 2002 between the Bank and Korea Electric Power
Corporation.
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 for the purposes
of this opinion.
In such examination, we have assumed the genuineness of all signatures and
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. We have also assumed in relation to the documents which we
examined that other than in relation to the Bank, all such documents are within
the capacity and powers of and
KIM & CHANG
The Korea Development Bank
November 13, 2002
Page 2
have been validly authorized, executed and delivered by and are binding on the
parties thereto and there has been no breach of any of the terms thereof. As to
any other matters of fact material to the opinions expressed herein, we have
relied upon certificates or statements of officers and other representatives of
the Bank.
Based upon the foregoing and subject to further qualifications set forth
below, we are of the opinion that:
1. The Bank is a statutory juridical entity duly established under the Korea
Development Bank Act of 1953, as amended, 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;
2. The Guarantee Agreement has been duly authorized and executed by the Bank
and assuming due delivery thereof, constitutes a valid and binding
obligation of the Bank, enforceable in accordance with its terms; and
3. Each of the Securities Guarantees and the Deed Poll Guarantees has been
duly authorized by the Bank and, when duly executed and delivered by the
Bank to the applicable fiscal agent or trustee, as the case may be, will
constitute a valid and binding obligation of the Bank enforceable in
accordance with its respective terms.
The opinions set forth above are subject to the following qualifications:
(a) Enforcement may be limited or affected by laws relating to bankruptcy,
corporate reorganization, composition, moratorium or other similar
laws which generally affect the enforcement of creditors' rights;
(b) Nothing in this opinion should be taken as indicating that the
remedies of specific performance or injunction would necessarily be
available with respect to any provision of the Guarantee Agreement,
the Securities Guarantees or the Deed Poll Guarantees;
(c) The enforceability of provisions under the Guarantee Agreement, the
Securities Guarantees or the Deed Poll Guarantees may also be 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;
(d) The enforceability of provisions releasing or exculpating a party
from, or requiring
KIM & CHANG
The Korea Development Bank
November 13, 2002
Page 3
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 such
matters as conclusiveness of certificates, extent of damages and
entitlement to attorneys' fees and other costs; and
(f) Under the Foreign Exchange Transaction Law of the Republic, if the
Korean government deems that certain emergency circumstances,
including but not limited to sudden fluctuations in interest rates or
exchange rate, extreme difficulty in stabilizing the balance of
payments or a substantial disturbance in the Korean financial and
capital markets, are likely to occur, it may impose any necessary
restrictions such as requiring the Bank to obtain prior approval from
the Ministry of Finance and Economy of the Republic for the
repatriation of payments made under the Securities Guarantees or the
Deed Poll Guarantees.
The foregoing opinion is 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 the Republic. 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 today, of Cleary, Gottlieb, Steen &
Hamilton, United States counsel to the Bank. 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 Bank 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 Bank in
connection with the issuance of the Securities Guarantees and the Deed Poll
Guarantees) or for any purpose other than in connection with the issuance of the
Securities Guarantees and the Deed Poll Guarantees. 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 filed by the Bank with the Commission. In giving this
consent, we do not thereby admit that we are within the category of persons
whose consent is required under Section 7 of the Securities Act.
KIM & CHANG
The Korea Development Bank
November 13, 2002
Page 4
Very truly yours,
/s/ Kim & Chang
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Kim & Chang
SKR/ JHP