EXHIBIT 99.M-10
[Cleary Gottlieb Steen & Hamilton LLP Logo]
November 22, 2005
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 $500,000,000 aggregate principal amount of its floating rate
notes due 2012 (the "Notes") to be issued under a fiscal agency agreement dated
as of February 15, 1991, as amended by Amendment No. 1 thereto dated as of June
25, 2004 (the "Fiscal Agency Agreement"), between the Bank and The Bank of New
York, as fiscal agent. Such registration statement, as amended when it became
effective, is herein called the "Registration Statement;" the related prospectus
dated June 24, 2005, 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 November 15, 2005, 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;
(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.
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 LLP
By /s/ Jinduk Han
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Jinduk Han, a Partner