Exhibit 5.2





                       [Letterhead of Sullivan & Cromwell]










                                                               December 20, 2002



KfW International Finance Inc.,
      1105 North Market Street,
           Suite 1300,
                P.O. Box 8985,
                      Wilmington, Delaware 19899, U.S.A.



Dear Sirs:

         In connection with the registration under the Securities Act of 1933
(the "Act") of U.S.$13,751,271,192 aggregate amount, or the equivalent thereof
in other currencies or currency units, of debt securities (the "Securities"), of
KfW International Finance Inc., a Delaware corporation (the "Company"), and the
guarantee referred to in the Fiscal Agency Agreement relating to the Securities
(the "Guarantee") of Kreditanstalt fur Wiederaufbau, an institution organized
under public law of the Federal Republic of Germany ("KfW"), we, as your
counsel, have examined such corporate records, certificates and other documents,
and such questions of law, as we have considered necessary or appropriate for
the purposes of this opinion. Upon the basis of such examination, we advise you
that, in our opinion:




KfW International Finance Inc.                                               -2-


                  (1) When the Registration Statement has become effective under
         the Act, the terms of the Securities and of their issuance and sale
         have been duly established in conformity with the Fiscal Agency
         Agreement relating to the Securities so as not to violate any
         applicable law or result in a default under or breach of any agreement
         or instrument binding upon the Company and so as to comply with any
         requirement or restriction imposed by any court or governmental body
         having jurisdiction over the Company, and the Securities have been duly
         executed and authenticated in accordance with the Fiscal Agency
         Agreement and issued and sold as contemplated in the Registration
         Statement, the Securities will constitute valid and legally binding
         obligations of the Company, 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; and

                  (2) The Guarantee constitutes a valid and legally binding
         obligation 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.

         We note that, as of the date of this opinion, a judgment for money in
an action based on a Security denominated in a foreign currency or currency unit
in a





KfW International Finance Inc.                                               -3-

Federal or state court in the United States ordinarily would be enforced in the
United States only in United States dollars. The date used to determine the rate
of conversion of the foreign currency or currency unit in which a particular
Security is denominated into United States dollars will depend upon various
factors, including which court renders the judgment. In the case of a Security
denominated in a foreign currency, a state court in the State of New York
rendering a judgment on such Security would be required under Section 27 of the
New York Judiciary Law to render such judgment in the foreign currency in which
the Security is denominated, and such judgment would be converted into United
States dollars at the exchange rate prevailing on the date of entry of the
judgment.

         The foregoing opinion is limited to the Federal laws of the United
States, the laws of the State of New York and the General Corporation Law of the
State of Delaware, and we are expressing no opinion as to the effect of the laws
of any other jurisdiction.

         We have relied as to certain matters on information obtained from
public officials, officers of the Company and other sources believed by us to be
responsible, and we have assumed that the Fiscal Agency Agreement has been duly
authorized, executed and delivered by the Fiscal Agent and KfW, and that the
Guarantee has been duly authorized, executed and delivered by KfW, assumptions
which we have not independently verified.




KfW International Finance Inc.                                               -4-


         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to us under the headings "Validity
of Securities and KfW Guarantee" and "United States Taxation" in the Prospectus.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.


                                           Very truly yours,



                                           /s/ Sullivan & Cromwell