-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FCLqOUnCqa4hgJ+x7JKrjxnU8rtAwP1KQJ67bR0dFADV186UotZWdbqh4nCFIWtc WKFHt1uZg0MBILXFkRmVQw== 0001145549-05-001991.txt : 20051122 0001145549-05-001991.hdr.sgml : 20051122 20051122060130 ACCESSION NUMBER: 0001145549-05-001991 CONFORMED SUBMISSION TYPE: POS AM PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20051122 FILER: COMPANY DATA: COMPANY CONFORMED NAME: KOREA DEVELOPMENT BANK CENTRAL INDEX KEY: 0000869318 STANDARD INDUSTRIAL CLASSIFICATION: FOREIGN GOVERNMENTS [8888] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS AM SEC ACT: 1933 Act SEC FILE NUMBER: 333-111608 FILM NUMBER: 051219641 BUSINESS ADDRESS: STREET 1: 460 PARK AVE STE 443 CITY: NEW YORK STATE: NY ZIP: 10022 BUSINESS PHONE: 2126887686 POS AM 1 h00192posam.txt THE KOREA DEVELOPMENT BANK As filed with the Securities and Exchange Commission on November 22, 2005 Registration Statement No. 333-111608 ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. -------------------- POST-EFFECTIVE AMENDMENT NO. 8 TO REGISTRATION STATEMENT UNDER SCHEDULE B OF THE SECURITIES ACT OF 1933 -------------------- THE KOREA DEVELOPMENT BANK (Name of Registrant) -------------------- THE REPUBLIC OF KOREA (Co-Signatory) Names and Addresses of Authorized Representatives: SEONG-HO PARK OR JAE-MIN YOON IN KANG CHO Duly Authorized Representatives Duly Authorized Representative in the United States of in the United States of The Korea Development Bank The Republic of Korea 320 Park Avenue, 32nd Floor 335 East 45th Street New York, New York 10022 New York, New York 10017
Copies to: JINDUK HAN, ESQ. Cleary Gottlieb Steen & Hamilton LLP 39th Floor, Bank of China Tower One Garden Road Hong Kong -------------------- The securities registered hereby will be offered on a delayed or continuous basis pursuant to the procedures set forth in Securities Act Release Nos. 33-6240 and 33-6424. ================================================================================ EXPLANATORY NOTE This Post-Effective Amendment No.8 to the registrant's Registration Statement under Schedule B (File No. 333-111608), declared effective by the Securities and Exchange Commission on June 24, 2005, is being filed solely for the purpose of filing Exhibit M-10 and M-11 to such Registration Statement. No changes or additions are being made hereby to the Prospectus which forms a part of such Registration Statement. PART II INFORMATION NOT REQUIRED IN THE PROSPECTUS ITEM 11. ESTIMATED EXPENSES.* It is estimated that our expenses in connection with the sale of the debt securities, warrants and guarantees hereunder, exclusive of compensation payable to underwriters and agents, will be as follows: SEC Registration Fee........................................................................... US$ 242,700 Printing Costs................................................................................. 250,000 Legal Fees and Expenses........................................................................ 450,000 Fiscal Agent Fees and Expenses................................................................. 50,000 Blue Sky Fees and Expenses..................................................................... 50,000 Rating Agencies' Fees.......................................................................... 350,000 Miscellaneous (including amounts to be paid to underwriters in lieu of reimbursement of certain expenses)............................................................................. 800,000 ------------ Total US$2,192,700 ============
- ----------------- * Based on three underwritten offerings of the debt securities. UNDERTAKINGS The Registrant hereby undertakes: (a) to file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: (i) to include any prospectus required by Section 10(a)(3) of the Securities Act of 1933; (ii) to reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereto) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; (b) that, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof; and (c) to remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. (d) for purposes of determining any liability under the Securities Act of 1933, as amended (the "Act"), the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) II-1 or (4) or Rule 497(h) under the Act shall be deemed to be part of this Registration Statement as of the time it was declared effective. (e) for the purpose of determining any liability under the Act, each post-effective amendment that contains a form of prospectus shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof. II-2 CONTENTS This Registration Statement is comprised of: (1) Facing Sheet. (2) Explanatory Note. (3) Part II, consisting of pages II-1 to II-13. (4) The following Exhibits: A-1 - Form of Underwriting Agreement Standard Terms, incorporated herein by reference to Exhibit A to the Registration Statement of The Korea Development Bank (No. 33-38873). B-1 - Form of Fiscal Agency Agreement, including forms of Debt Securities, incorporated herein by reference to Exhibit B-1 to the Registration Statement of The Korea Development Bank (No. 33-44818). B-2 - Form of global Debt Security that bears interest at a fixed rate, incorporated herein by reference to Exhibit B-2 to the Registration Statement of The Korea Development Bank (No. 33-38873). B-3 - Form of Amendment No. 1 to Fiscal Agency Agreement.** C-1 - Form of Warrant Agreement, including form of Warrants.* C-2 - Form of Guarantee Agreement, including form of Guarantees, incorporated herein by reference to Exhibit C-2 to the Registration Statement of The Korea Development Bank (No. 333-97299). C-3 - Form of Solicitation Indemnification Agreement, incorporated herein by reference to Exhibit C-3 to the Registration Statement of The Korea Development Bank (No. 333-97299). D-1 - Consent of the Governor of The Korea Development Bank (included on page II-6). D-2 - Power of Attorney of the Governor of The Korea Development Bank.** E-1 - Consent of the Minister of Finance and Economy of The Republic of Korea (included on Page II-7). E-2 - Power of Attorney of the Minister of Finance and Economy of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Korea Development Bank (No. 333-97299). F - Consent of Samil PricewaterhouseCoopers.** G-1 - Letter appointing certain persons as authorized agents of The Korea Development Bank in the United States.**
II-3 G-2 - Letter appointing Authorized Agents of The Republic of Korea in the United States (included in Exhibit E-2) , incorporated herein by reference to Exhibit G-2 to the Registration Statement of The Korea Development Bank (No. 333-97299). H - The Korea Development Bank Act, incorporated herein by reference to Exhibit H to the Registration Statement of The Korea Development Bank. I - The Enforcement Decree of The Korea Development Bank Act, incorporated herein by reference to Exhibit I to the Registration Statement of The Korea Development Bank (No.333-6866). J - The By-laws of The Korea Development Bank, incorporated herein by reference to Exhibit J to the Registration Statement of The Korea Development Bank (No.333-6866). K-1 - Form of Prospectus Supplement relating to The Korea Development Bank's Medium-Term Notes, Series C, Due Not Less Than Nine Months From Date of Issue (the "Series C Notes"), incorporated herein by reference to Exhibit K-1 to the Registration Statement of The Korea Development Bank (No.333-6866). K-2 - Form of Supplement to the Prospectus Supplement relating to the Korea Development Bank's Series C Notes, incorporated herein by reference to Exhibit K-2 to the Registration Statement of The Korea Development Bank (No.333-6866). L - Form of Distribution Agreement between The Korea Development Bank and the Agents named therein relating to the offer an sale from time to time of the Series C Notes, incorporated herein by reference to Exhibit L to the Registration Statement of The Korea Development Bank (No.333-6866). M-1 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality the Debt Securities (with or without Warrants).** M-2 - Opinion (including consent) of Woo Yun Kang Jeong & Han, 12(th) Floor, Textile Center, 944-31, Daechi-dong, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to the Bank, in respect of the legality the Debt Securities (with or without Warrants).** M-3 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality of the Guarantees, incorporated herein by reference to Exhibit M-3 to the Registration Statement of The Korea Development Bank (No. 333-97299). M-4 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, City Place House, 55 Basinghall Street, London EC2V 5EH, England, English counsel to the Bank, in respect of the legality of the Guarantees, incorporated herein by reference to Exhibit M-4 to the Registration Statement of The Korea Development Bank (No. 333-97299). M-5 - Opinion (including consent) of Kim & Chang, Seyang Building, 223 Naeja-dong, Chongro-ku, Seoul, The Republic of Korea, Korean counsel to the Bank, in respect of the legality of the Guarantees, incorporated herein by reference to Exhibit M-5 to the Registration Statement of The Korea Development Bank (No. 333-97299).
II-4 M-6 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality of The Korea Development Bank's 4.75% Notes due 2009.** M-7 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The Republic of Korea, Korean counsel to the Bank, in respect of the legality of The Korea Development Bank's 4.75% Notes due 2009.** M-8 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality of The Korea Development Bank's Floating Rate Notes due 2009.** M-9 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The Republic of Korea, Korean counsel to the Bank, in respect of the legality of The Korea Development Bank's Floating Rate Notes due 2009.** M-10 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality of The Korea Development Bank's Floating Rate Notes due 2012. M-11 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The Republic of Korea, Korean counsel to the Bank, in respect of the legality of The Korea Development Bank's Floating Rate Notes due 2012. N-1 - Form of the Series C Note that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Korea Development Bank (No.333-6866). N-2 - Form of the Series C Note that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Korea Development Bank (No.333-6866). O - Form of Calculation Agency Agreement between The Korea Development Bank and the calculation agent named therein relating to the Series C Notes that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Korea Development Bank (No.333-6866).
- --------------------- * May be filed by amendment. ** Previously filed. II-5 SIGNATURE OF THE KOREA DEVELOPMENT BANK Pursuant to the requirements of the Securities Act of 1933, as amended, The Korea Development Bank has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, New York, on the 22th day of November, 2005. THE KOREA DEVELOPMENT BANK By: JICHANG YOO*+ Governor +By: /s/ In Joo Kim ------------------------------- In Joo Kim (Attorney-in-fact) - --------------------- * Consent is hereby given to use of his name in connection with the information specified in this Registration Statement or amendment thereto to have been supplied by him and stated on his authority. II-6 SIGNATURE OF THE REPUBLIC OF KOREA Pursuant to the requirements of the Securities Act of 1933, as amended, The Republic of Korea has duly caused this Registration Statement or amendment thereto to be signed on its behalf by the undersigned, thereunto duly authorized, in The City of New York, New York, on the 22th day of November, 2005. THE REPUBLIC OF KOREA By: Duck-Soo Han*+ Minister of Finance and Economy +By: /s/ In Kang Cho ------------------------------- In Kang Cho (Attorney-in-fact) - ----------------------- * Consent is hereby given to use of his name in connection with the information specified in this Registration Statement or amendment thereto to have been supplied by him and stated on his authority. II-7 SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE KOREA DEVELOPMENT BANK Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Korea Development Bank, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 22th day of November, 2005. +By: /s/ Seong-Ho Park ------------------------------- Seong-Ho Park New York Branch The Korea Development Bank II-8 SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE KOREA DEVELOPMENT BANK Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Korea Development Bank, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 22th day of November, 2005. +By: /s/ Jae-Min Yoon ------------------------------- Jae-Min Yoon New York Branch The Korea Development Bank II-9 SIGNATURE OF AUTHORIZED REPRESENTATIVE OF THE REPUBLIC OF KOREA Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Republic of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 22th day of November, 2005. +By: /s/ In Kang Cho ------------------------------------ In Kang Cho Financial Attache Korean Consulate General in New York II-10 EXHIBIT INDEX
EXHIBIT PAGE A-1 - Form of Underwriting Agreement Standard Terms, incorporated herein by reference to Exhibit A to the Registration Statement of The Korea Development Bank (No. 33-38873). B-1 - Form of Fiscal Agency Agreement, including forms of Debt Securities, incorporated herein by reference to Exhibit B-1 to the Registration Statement of The Korea Development Bank (No. 33-44818). B-2 - Form of global Debt Security that bears interest at a fixed rate, incorporated herein by reference to Exhibit B-2 to the Registration Statement of The Korea Development Bank (No. 33-38873). B-3 - Form of Amendment No. 1 to Fiscal Agency Agreement.** C-1 - Form of Warrant Agreement, including form of Warrants.* C-2 - Form of Guarantee Agreement, including form of Guarantees, incorporated herein by reference to Exhibit C-2 to the Registration Statement of The Korea Development Bank (No. 333-97299). C-3 - Form of Solicitation Indemnification Agreement, incorporated herein by reference to Exhibit C-3 to the Registration Statement of The Korea Development Bank (No. 333-97299). D-1 - Consent of the Governor of The Korea Development Bank (included on page II-6). D-2 - Power of Attorney of the Governor of The Korea Development Bank.** E-1 - Consent of the Minister of Finance and Economy of The Republic of Korea (included on Page II-7). E-2 - Power of Attorney of the Minister of Finance and Economy of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Korea Development Bank (No. 333-97299). F - Consent of Samil PricewaterhouseCoopers.** G-1 - Letter appointing certain persons as authorized agents of The Korea Development Bank in the United States.** G-2 - Letter appointing Authorized Agents of The Republic of Korea in the United States (included in Exhibit E-2) , incorporated herein by reference to Exhibit G-2 to the Registration Statement of The Korea Development Bank (No. 333-97299). H - The Korea Development Bank Act, incorporated herein by reference to Exhibit H to the Registration Statement of The Korea Development Bank.
II-11 I - The Enforcement Decree of The Korea Development Bank Act, incorporated herein by reference to Exhibit I to the Registration Statement of The Korea Development Bank (No.333-6866). J - The By-laws of The Korea Development Bank, incorporated herein by reference to Exhibit J to the Registration Statement of The Korea Development Bank (No.333-6866). K-1 - Form of Prospectus Supplement relating to The Korea Development Bank's Medium-Term Notes, Series C, Due Not Less Than Nine Months From Date of Issue (the "Series C Notes"), incorporated herein by reference to Exhibit K-1 to the Registration Statement of The Korea Development Bank (No.333-6866). K-2 - Form of Supplement to the Prospectus Supplement relating to the Korea Development Bank's Series C Notes, incorporated herein by reference to Exhibit K-2 to the Registration Statement of The Korea Development Bank (No.333-6866). L - Form of Distribution Agreement between The Korea Development Bank and the Agents named therein relating to the offer an sale from time to time of the Series C Notes, incorporated herein by reference to Exhibit L to the Registration Statement of The Korea Development Bank (No.333-6866). M-1 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality the Debt Securities (with or without Warrants).** M-2 - Opinion (including consent) of Woo Yun Kang Jeong & Han, 12(th) Floor, Textile Center, 944-31, Daechi-dong, Gangnam-gu, Seoul, The Republic of Korea, Korean counsel to the Bank, in respect of the legality the Debt Securities (with or without Warrants).** M-3 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality of the Guarantees, incorporated herein by reference to Exhibit M-3 to the Registration Statement of The Korea Development Bank (No. 333-97299). M-4 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, City Place House, 55 Basinghall Street, London EC2V 5EH, England, English counsel to the Bank, in respect of the legality of the Guarantees, incorporated herein by reference to Exhibit M-4 to the Registration Statement of The Korea Development Bank (No. 333-97299). M-5 - Opinion (including consent) of Kim & Chang, Seyang Building, 223 Naeja-dong, Chongro-ku, Seoul, The Republic of Korea, Korean counsel to the Bank, in respect of the legality of the Guarantees, incorporated herein by reference to Exhibit M-5 to the Registration Statement of The Korea Development Bank (No. 333-97299).
II-12 M-6 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality of The Korea Development Bank's 4.75% Notes due 2009.** M-7 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The Republic of Korea, Korean counsel to the Bank, in respect of the legality of The Korea Development Bank's 4.75% Notes due 2009.** M-8 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality of The Korea Development Bank's Floating Rate Notes due 2009.** M-9 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The Republic of Korea, Korean counsel to the Bank, in respect of the legality of The Korea Development Bank's Floating Rate Notes due 2009.** M-10 - Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, 39(th) Floor, Bank of China Tower, One Garden Road, Hong Kong, United States counsel to the Bank, in respect of the legality of The Korea Development Bank's Floating Rate Notes due 2012. M-11 - Opinion (including consent) of Lee & Ko, 16(th) Floor, West Wing POSCO Center Building, 892, Daechi-4 Dong, Kangnam-Gu, Seoul, 135-777, The Republic of Korea, Korean counsel to the Bank, in respect of the legality of The Korea Development Bank's Floating Rate Notes due 2012. N-1 - Form of the Series C Note that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Korea Development Bank (No.333-6866). N-2 - Form of the Series C Note that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Korea Development Bank (No.333-6866). O - Form of Calculation Agency Agreement between The Korea Development Bank and the calculation agent named therein relating to the Series C Notes that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Korea Development Bank (No.333-6866).
- -------------------- * May be filed by amendment. ** Previously filed. II-13 EX-99.M10 2 h00192exv99wm10.txt EX-99.M-10 OPINION (INCLUDING CONSENT) OF CLEARY GOTTLIEB STEEN & HAMILTON LLP 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 --------------------------------- Jinduk Han, a Partner EX-99.M11 3 h00192exv99wm11.txt EX-99.M-11 OPINION (INCLUDING CONSENT) OF LEE & KO 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 ------------------------------------ WOO YUN KANG JEONG & HAN -----END PRIVACY-ENHANCED MESSAGE-----