EXHIBIT M-6
March 2, 2004
The Korea Development Bank
16-3, Yoido-dong
Youngdungpo-gu
Seoul, Korea
Ladies and Gentlemen:
We have acted as special United States counsel to The Korea
Development Bank, a statutory juridical entity established in the Republic of
Korea under The Korea Development Bank Act of 1953, as amended (the "Bank"), in
connection with the Bank's offering pursuant to a registration statement under
Schedule B (No. 333-111608) of $850,000,000 aggregate principal amount of its
3.875% Notes due 2009 (the "Notes") to be issued under a fiscal agency agreement
dated as of February 15, 1991 (the "Fiscal Agency Agreement") between the Bank
and The Bank of New York, as fiscal agent (the "Fiscal Agent"). Such
registration statement, as amended when it became effective, is herein called
the "Registration Statement;" the related prospectus dated January 7, 2004, as
first filed with the Securities and Exchange Commission (the "Commission")
pursuant to Rule 424(b)(2) under the Securities Act of 1933, as amended (the
"Securities Act"), is herein called the "Base Prospectus;" the prospectus
supplement dated February 24, 2004, as first filed with the Commission pursuant
to Rule 424(b)(2) 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;
The Korea Development Bank, p. 2
(b) the Prospectus;
(c) a facsimile copy of the Notes in global form as
executed by the Bank and authenticated by the Fiscal
Agent; 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 records of the Bank and such other
instruments and other certificates of public officials, officers and
representatives of the Bank and such other persons, 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 the accuracy as to factual matters of each
document we have reviewed.
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, we note that: (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, (c) such opinion is subject to the effect of judicial
application of foreign laws or foreign governmental actions affecting creditors'
rights, (d) the enforceability of the waiver of immunities by the Bank set forth
in the Notes is subject to the limitations imposed by the Foreign Sovereign
Immunities Act of 1976 and (e) we express no opinion as to the subject matter
jurisdiction of any United States federal court to adjudicate any action
relating to the Notes where jurisdiction based on diversity of citizenship under
28 U.S.C. Section 1332 does not exist.
The foregoing opinion is limited to the federal law of the
United States of America and the law of the State of New York.
The Korea Development Bank, p. 3
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 Prospectus, without thereby admitting that we are
"experts" under the Securities Act or the rules and regulations of the
Commission thereunder for purposes of any part of the Registration Statement,
including the exhibit as which this opinion is filed.
Very truly yours,
CLEARY, GOTTLIEB, STEEN & HAMILTON
By /s/ Jinduk Han
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Jinduk Han, a Partner