Exhibit 5.1

                                                                      [KfW Logo]


                    [Letterhead of Dr. Volker Gross, LL.M.]



                                                               December 20, 2002



Kreditanstalt Fur Wiederaufbau
  Palmengartenstrasse 5-9
    D-60325 Frankfurt am Main

Dear Sirs:

         In connection with the registration under the United States Securities
Act of 1933, as amended (the "Act"), of debt securities (the "Securities") of
Kreditanstalt fur Wiederaufbau ("KfW"), an institution organized under public
law of the Federal Republic of Germany ("Germany"), all to be issued in
accordance with the terms of an Agency Agreement (the "Agency Agreement"), to be
entered into between KfW and Deutsche Bank Aktiengesellschaft and Deutsche Bank
Trust Company Americas, as registrars and paying agents (acting together, the
"Agent"), I, as General Counsel and Senior Vice President of KfW, have examined
such corporate records, certificates and other documents, and such questions of
law, as I have considered necessary or appropriate for the purposes of this
opinion. Upon the basis of such examination, it is my opinion that:

         (1)      KfW is duly established and validly existing as an institution
                  under the public law of Germany.

         (2)      KfW has full power and authority to issue the Securities, to
                  enter into the Agency Agreement and to perform its obligations
                  thereunder.

         (3)      When the Registration Statement under Schedule B relating to
                  the Securities have become effective under the Act, the Agency
                  Agreement relating to the Securities has been duly authorized,
                  executed and delivered, the terms of the Securities and of
                  their issues and sale have been duly established in conformity
                  with the Agency Agreement so as not to violate any applicable
                  law or agreement then binding KfW, and the Securities have
                  been duly executed and authenticated in accordance with such
                  Agency Agreement and issued and sold as contemplated in the
                  Registration Statement, the Securities will constitute valid
                  and binding obligations of KfW, subject to bankruptcy,
                  insolvency, fraudulent transfer, reorganization, moratorium
                  and similar laws of general applicability relating to or
                  affecting creditors' rights and to general equity principles.

         The foregoing opinion is limited to the laws of Germany, and I am
expressing no opinion as to the effect of the laws of any other jurisdiction. I,
in my own capacity and on behalf of the legal department of KfW, hereby consent
to the filing of this opinion as an exhibit to the Registration Statement and to
the references to the legal department of KfW under the heading "Validity of
Securities and KfW Guarantee" in the Prospectus. In giving such consent, I do
not thereby admit that I am in the category of persons whose consent is required
under Section 7 of the Act.

                                              Very truly yours,

                                              /s/ Gross