EXHIBIT 99.M-11
[Woo Yun Kang Jeong & Han Logo]
November 22, 2005
To: The Korea Development Bank
16-3, Youido-dong
Youngdeungpo-gu, Seoul
Republic of Korea
RE: THE KOREA DEVELOPMENT BANK ("KDB")
US$500,000,000 FLOATING RATE NOTES DUE 2012
Ladies and Gentlemen
We have acted as special Korean legal counsel for The Korea Development
Bank, a statutory juridical entity established pursuant to The Korea Development
Bank Act of 1953, as amended, in the Republic of Korea (the "Republic"), in
connection with KDB's offering of US$500,000,000 aggregate principal amount of
the floating rate notes due 2012 (the "Notes") pursuant to KDB's registration
statement (No. 333-111608) (the "Registration Statement") under Schedule B of
the Securities Act of 1933, as amended (the "Securities Act") and the related
prospectus contained therein and its supplement dated November 15, 2005 (the
"Prospectus"). The Notes will be issued in accordance with the provisions of a
fiscal agency agreement, as amended (the "Fiscal Agency Agreement") dated as of
February 15, 1991 between KDB and The Bank of New York, N.A., as fiscal agent.
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. As to any facts material to the opinions set
forth herein, which we did not independently establish or verify, we have relied
upon statements and representations of officials and other representatives of
KDB. We have also assumed, in relation to the documents, that other than by or
in relation to KDB, each of the documents is within the capacity and powers of,
and have 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.
Based upon and subject to the foregoing and the qualifications set forth
below, we are of the opinion that:
(a) KDB is a statutory juridical entity duly established under the Korea
Development Bank Act of 1953, as amended, and validly existing under
the laws of the Republic, 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
KDB;
(c) The statements in the Prospectus concerning matters of Korean law are
accurate and up-to-date as of the date hereof; and
(d) The Notes constitute valid and binding obligations of KDB, entitled to
the benefits provided by the Fiscal Agency Agreement and enforceable
in accordance with their terms.
The opinions set forth above are subject to the following qualifications:
(a) enforcement may be limited by bankruptcy, insolvency, compulsory
composition, liquidation, reorganization, work-out proceedings and other laws of
general application relating to or affecting the right of creditors; (b)
enforcement may also be limited or affected by the general principle of good
morals and other social order and the general principle of good faith, equity
and fairness provided for in the Civil Code of Korea; (c) 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, wilful
misconduct, malfeasance or gross negligence; (d) the Korean courts may exercise
judicial discretion in determining such matters as conclusiveness of
certificates, amount of damages and entitlement to attorneys' fees and other
costs; and (e) the opinions expressed above are given as of the date hereof, and
no obligation is undertaken to advise you of any changes in any matters set
forth herein after the date hereof.
We are attorneys licensed to practice law in the Republic and we do not
purport to be experts on the laws of any jurisdiction other than the laws of the
Republic. Accordingly, the opinions expressed above are limited to the laws of
the Republic.
This opinion letter is provided only for the benefit of KDB and its
respective legal advisors (including United States counsel to KDB in connection
with the issue and sale of the Notes) and, except with our express consent, is
not to be transmitted to, nor is it to be relied upon by, any other person or
for any purpose. This opinion letter is strictly limited to the matters
addressed herein and may not to be read as extending by implication to any
matters not specifically referred to herein.
We hereby consent to the use of this opinion letter as an exhibit to the
Registration Statement filed by KDB with the Securities and Exchange Commission.
In giving this consent, we do not hereby claim or otherwise acknowledge or admit
that we are within the category of persons whose consent is required under
Section 7 of the Securities Act.
Very Truly Yours,
/s/ Woo Yun Kang Jeong & Han
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WOO YUN KANG JEONG & HAN