POS EX

As filed with the Securities and Exchange Commission on July 6, 2017

Registration Statement No. 333-217914

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 1

TO

REGISTRATION STATEMENT

UNDER

SCHEDULE B

OF

THE SECURITIES ACT OF 1933

THE KOREA DEVELOPMENT BANK

(Name of Registrant)

THE REPUBLIC OF KOREA

(Name of Co-Registrant and Guarantor)

Names and Addresses of Authorized Representatives in the United States:

Nak Joo Seong or Young Eun Ban	Seong-wook Kim
Duly Authorized Representatives of The Korea Development Bank 320 Park Avenue, 32nd Floor New York, NY 10022	Duly Authorized Representative of The Republic of Korea 335 East 45th Street New York, NY 10017

Copies to:

Jinduk Han, Esq.

Cleary Gottlieb Steen & Hamilton LLP

c/o 19F, Ferrum Tower

19, Eulji-ro 5-gil, Jung-gu

Seoul 04539, The Republic of Korea

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.

This Post-Effective Amendment No. 1 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended.

EXPLANATORY NOTE

This Post-Effective Amendment No. 1 to the registrant’s Registration Statement under Schedule B (File No. 333-217914), declared effective by the Securities and Exchange Commission on June 20, 2017, is being filed solely for the purpose of filing Exhibits I, M-3 and M-4 to such Registration Statement pursuant to Rule 462(d) under the Securities Act. This Post-Effective Amendment No. 1 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended. No changes or additions are being made hereby to the Prospectus which forms 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$	695,400
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)		600,000
Total	US$	2,445,400

* Based on three underwritten offerings of the debt securities.

II-1

UNDERTAKINGS

The Registrants hereby undertake:

(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) That, for purposes of determining liability under the Securities Act of 1933 to any purchaser:

each prospectus filed pursuant to Rule 424(b) as part of a registration statement relating to an offering, other than registration statements relying on Rule 430B or other than prospectuses filed in reliance on Rule 430A, shall be deemed to be part of and included in the registration statement as of the date it is first used after effectiveness. Provided, however, that no statement made in a registration statement or prospectus that is part of the registration statement or made in a document incorporated or deemed incorporated by reference into the registration statement or prospectus that is part of the registration statement will, as to a purchaser with a time of contract of sale prior to such first use, supersede or modify any statement that was made in the registration statement or prospectus that was part of the registration statement or made in any such document immediately prior to such date of first use.

(e) That, for the purpose of determining any liability under the Securities Act of 1933 to any purchaser in the initial distribution of the securities:

The undersigned registrants undertake that in a primary offering of securities of the undersigned registrants pursuant to this registration statement, regardless of the underwriting method used to sell the securities to the purchaser, if the securities are offered or sold to such purchaser by means of any of the following communications, the undersigned registrants will be sellers to the purchaser and will be considered to offer or sell such securities to such purchaser;

(i) Any preliminary prospectus or prospectus of the undersigned registrants relating to the offering required to be filed pursuant to Rule 424;

(ii) Any free writing prospectus relating to the offering prepared by or on behalf of the undersigned registrants or used or referred to by the undersigned registrants;

(iii) The portion of any other free writing prospectus relating to the offering containing material information about the undersigned registrants or their securities provided by or on behalf of the undersigned registrants; and

(iv) Any other communication that is an offer in the offering made by the undersigned registrants to the purchaser.

II-2

CONTENTS

This Registration Statement is comprised of:

(1) Facing Sheet.

(2) Explanatory Note.

(3) Part I, consisting of the Prospectus.

(4) Part II, consisting of pages II-1 to II-9

(5) 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. 33-156305).
B-3	-	Form of Amendment No. 1 to Fiscal Agency Agreement, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Korea Development Bank (No. 333-111608).
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 Chief Executive Officer & Chairman of The Korea Development Bank (included on page II-5).
D-2	-	Power of Attorney of the Chief Executive Officer & Chairman of The Korea Development Bank, incorporated herein by reference to Exhibit D-2 to the Registration Statement of The Korea Development Bank (No. 333-203739).
E-1	-	Consent of the Minister of Strategy and Finance of The Republic of Korea (included on Page II-6).
E-2	-	Power of Attorney of the Minister of Strategy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Korea Development Bank (No. 333-156305).
F	-	Consent of Nexia Samduck.**
G-1	-	Letter appointing certain persons as authorized agents of The Korea Development Bank in the United States, incorporated herein by reference to Exhibit G-1 to the Registration Statement of The Korea Development Bank (No. 333-203739).
G-2	-	Letter appointing authorized agents of The Republic of Korea in the United States (included in Exhibit E-2).
H	-	The Korea Development Bank Act, incorporated herein by reference to Exhibit H to the Registration Statement of The Korea Development Bank (No. 333-197061)
I	-	The Enforcement Decree of The Korea Development Bank Act.

II-3

J	-	The Articles of Incorporation of The Korea Development Bank.**
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 or 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, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, The Republic of Korea, United States counsel to The Korea Development Bank, in respect of the legality of the Debt Securities (with or without Warrants).**
M-2	-	Opinion (including consent) of Kim & Chang, 39, Sajik-ro 8-gil, Jongno-gu, Seoul, The Republic of Korea, Korean counsel to The Korea Development Bank, in respect of the legality of the Debt Securities (with or without Warrants) and the Guarantees to be issued by The Republic of Korea.**
M-3	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, The Republic of Korea, United States counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$300,000,000 Floating Rate Notes due 2022.
M-4	-	Opinion (including consent) of Bae, Kim & Lee LLC, 133, Teheran-ro, Gangnam-gu, Seoul 06133, The Republic of Korea, Korean counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$300,000,000 Floating Rate Notes due 2022.
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-4

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 Seoul, The Republic of Korea, on the 6th day of July 2017.

THE KOREA DEVELOPMENT BANK
By:	DONG GEOL LEE*†
	Chief Executive Officer & Chairman
†By:	/s/    SUN WOO KIM
	Sun Woo 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-5

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 6th day of July 2017.

THE REPUBLIC OF KOREA
By:	IL HO YOO*†
	Minister of Strategy and Finance
†By:	/s/    SEONG-WOOK KIM
	Seong-wook 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 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 6th day of July 2017.

†By:	/S/    NAK JOO SEONG
	Nak Joo Seong
	New York Branch
	The Korea Development Bank

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 6th day of July 2017.

†By:	/S/    YOUNG EUN BAN
	Young Eun Ban
	New York Branch
	The Korea Development Bank

II-8

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 6th day of July 2017.

†By:	/s/    SEONG-WOOK KIM
	Seong-wook Kim
	Financial Attaché
	Korean Consulate General in New York

II-9

EXHIBIT INDEX

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. 33-156305).
B-3	-	Form of Amendment No. 1 to Fiscal Agency Agreement, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Korea Development Bank (No. 333-111608).
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 Chief Executive Officer & Chairman of The Korea Development Bank (included on page II-5).
D-2	-	Power of Attorney of the Chief Executive Officer & Chairman of The Korea Development Bank, incorporated herein by reference to Exhibit D-2 to the Registration Statement of The Korea Development Bank (No. 333-203739).
E-1	-	Consent of the Minister of Strategy and Finance of The Republic of Korea (included on Page II-6).
E-2	-	Power of Attorney of the Minister of Strategy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Korea Development Bank (No. 333-156305).
F	-	Consent of Nexia Samduck.**
G-1	-	Letter appointing certain persons as authorized agents of The Korea Development Bank in the United States, incorporated herein by reference to Exhibit G-1 to the Registration Statement of The Korea Development Bank (No. 333-203739).
G-2	-	Letter appointing authorized agents of The Republic of Korea in the United States (included in Exhibit E-2).
H	-	The Korea Development Bank Act, incorporated herein by reference to Exhibit H to the Registration Statement of The Korea Development Bank (No. 333-197061)
I	-	The Enforcement Decree of The Korea Development Bank Act.

J	-	The Articles of Incorporation of The Korea Development Bank.**
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 or 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, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, The Republic of Korea, United States counsel to The Korea Development Bank, in respect of the legality of the Debt Securities (with or without Warrants).**
M-2	-	Opinion (including consent) of Kim & Chang, 39, Sajik-ro 8-gil, Jongno-gu, Seoul, The Republic of Korea, Korean counsel to The Korea Development Bank, in respect of the legality of the Debt Securities (with or without Warrants) and the Guarantees to be issued by The Republic of Korea.**
M-3	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul 04539, The Republic of Korea, United States counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$300,000,000 Floating Rate Notes due 2022.
M-4	-	Opinion (including consent) of Bae, Kim & Lee LLC, 133, Teheran-ro, Gangnam-gu, Seoul 06133, The Republic of Korea, Korean counsel to The Korea Development Bank, in respect of the legality of The Korea Development Bank’s US$300,000,000 Floating Rate Notes due 2022.
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.

EX-99.(I)

Exhibit I

ENFORCEMENT DECREE OF THE KOREA DEVELOPMENT BANK ACT

Wholly Amended by Presidential Decree No. 25945, Dec. 30, 2014

Amended by Presidential Decree No. 26205, Apr. 20, 2015

Presidential Decree No. 26600, Oct. 23, 2015

Article 1 (Purpose)

The purpose of this Decree is to prescribe matters delegated by the Korea Development Bank Act and matters necessary for the enforcement thereof.

Article 2 (Registration of Incorporation)

(1) The Chairperson of the Korea Development Bank (KDB) (hereinafter referred to as the “Chairperson”) shall register the incorporation of KDB at the location of its head office, within two weeks from the date KDB is incorporated.

(2) Matters to be registered for incorporation shall be as follows:

1. Objectives;

2. Name;

3. The location of the head office;

4. The location of branches;

5. Capital, the total number of stocks to be issued, and the face value of a stock;

6. The total number and types of stocks issued, and the contents and numbers by type;

7. Name, resident registration number, and address of the Chairperson;

8. Names and resident registration numbers of the Vice Chairperson, directors, and auditor;

9. Method of giving public notice.

(3) KDB shall register the particulars provided for in each subparagraph of paragraph (2) at the location of its branches or sub-branches, within three weeks from the date of the registration of incorporation.

1

Article 3 (Registration of Establishment of New Branch)

Where KDB establishes a branch, it shall register the following:

1. The location and date of establishment of the branch within two weeks from the date the branch is established, at the location of the head office;

2. Matters provided for in Article 2 (2) 1 through 3, 7, and 9, within three weeks from the date the branch is established, at the location of the branch.

Article 4 (Registration of Relocation)

(1) Where KDB relocates its head office, the new location of the head office and the date the head office is relocated shall be registered within two weeks at the former location of the head office, and matters provided for in each subparagraph of Article 2 (2) shall be registered at the new location of the head office.

(2) Where KDB relocates its branch, the new location of the branch and the date the branch is relocated shall be registered within two weeks both at the former location of the branch and at the location of its head office, and matters provided for in Article 2 (2) 1 through 3, 7, and 9 shall be registered at the new location of the branch.

Article 5 (Registration of Change)

In cases of changes in matters provided for in each subparagraph of Article 2 (2), registration of changes shall be made not later than two weeks at the location of the head office. In cases of changes in matters provided for in Article 2 (2) 1 through 3, 7, or 9, registration of changes shall also be made not later than three weeks at the location of branches.

Article 6 (Registration for Appointment of Agent)

If an agent is appointed under Article 15 of the Korea Development Bank Act (hereinafter referred to as the “Act”), the following particulars shall be registered at the location of the head office or branch for which the agent is appointed, within two weeks following the appointment; and the same shall also apply to any change in the particulars registered:

1. Name, resident registration number, and address of the agent;

2. Restrictions, if any, on the powers of the agent.

Article 7 (Computation of Registration Period)

If authorization from the Financial Services Commission is required for any of the particulars to be registered pursuant to Articles 2 through 6, the registration period shall be counted from the date the relevant written authorization is received.

2

Article 8 (Registry Office)

(1) The competent registry office for the registration of KDB shall be the district court, branch court of a district court, or registry office that has jurisdiction over the location of the head office or relevant branch of KDB.

(2) Each registry office shall keep the register book of KDB.

Article 9 (Applicant for Registration)

An application for registration of KDB shall be filed by the Chairperson.

Article 10 (Documents to be Attached to Application for Registration)

The following relevant documents shall be attached to an application for each registration referred to in Articles 2 through 6:

1. In cases of registration of incorporation referred to in Article 2: The articles of incorporation, a copy of a written authorization for the articles of incorporation, a document certifying that initial capital has been paid in, and a document certifying the qualification of the Chairperson;

2. In cases of registration of the establishment of a new branch referred to in Article 3: A document certifying the establishment of the branch;

3. In cases of registration of the relocation of the head office or a branch referred to in Article 4: A document certifying the relocation of the head office or the branch;

4. In cases of registration of change referred to in Article 5: A document certifying change in the particulars registered;

5. In cases of registration for the appointment of an agent referred to in Article 6: A document certifying the appointment of the agent, and a document certifying restrictions, if any, on the powers of the agent.

Article 11 (Public Notice of Registration of Incorporation)

When KDB has completed the registration of its incorporation in accordance with Article 2, it shall serve public notice thereof without delay.

Article 12 (Method of Issuing Bonds)

(1) Industrial finance bonds referred to in Article 23 (1) of the Act (hereinafter referred to as “industrial finance bonds”) shall be issued by public offering or by contract with a specific person on the transfer or underwriting of bonds.

(2) The issuance of industrial finance bonds by public offering shall be made by inviting subscription (including competitive tendering procedures) or by sales.

Article 13 (Subscription, etc. for Bonds)

(1) Any person who intends to subscribe for industrial finance bonds shall state on an application for subscription for industrial finance bonds in duplicate the number of industrial finance bonds for which he/she intends to subscribe, and his/her address, and shall place his/her signature and seal thereon.

3

(2) An application for subscription for industrial finance bonds shall be prepared by the Chairperson, and shall contain the following particulars:

1. The name of KDB;

2. The total amount of industrial finance bonds to be issued;

3. The face value of each type of industrial finance bond;

4. The rate of interest on the industrial finance bonds;

5. The manner and timing of redemption of the principal;

6. The manner and timing of payment of interest;

7. The issue price or minimum level of the issue price of the industrial finance bonds;

8. The authorized capital and paid-in capital of KDB;

9. A statement indicating that industrial finance bonds are being issued under Article 24 of the Act, if issued thereunder;

10. The total amount of unredeemed industrial finance bonds, if any.

(3) Notwithstanding paragraph (2) 4, the subscriber shall indicate subscribed interest rates on the application for subscription for industrial finance bonds, unless the interest rate of industrial finance bonds is determined.

(4) Notwithstanding paragraph (2) 7, the subscriber shall indicate subscribed price on the application for subscription for industrial finance bonds, unless the issue price of industrial finance bonds is determined, or where its minimum level of issue price is determined.

Article 14 (Firm Commitment Underwriting)

@Article 13 shall not apply where the total amount of industrial finance bonds being issued is taken up under an underwriting agreement.

Article 15 (Total Amount of Bonds Issued)

If it is stated in an application for subscription for industrial finance bonds that the industrial finance bonds are validly issued even when the total amount of subscriptions for the industrial finance bonds is less than the total amount of the issued industrial finance bonds stated in the application for subscription for industrial finance bonds, the total amount of subscriptions shall be that of the industrial finance bonds issued.

Article 16 (Payment of Subscription Price for Bonds)

If the subscription period for industrial finance bonds has been closed, the Chairperson shall pay the full amount of each industrial finance bond, without delay.

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Article 17 (Timing to Issue Bonds)

No certificate of industrial finance bonds shall be issued unless the total amount of the issued industrial finance bonds is paid in full: Provided, That the same shall not apply where the industrial finance bonds are issued under Article 18.

Article 18 (Issuance of Bonds by Sales)

(1) Where industrial finance bonds are issued by sales, the sales period shall be fixed in advance.

(2) When industrial finance bonds are issued under paragraph (1), no application for subscription for industrial finance bonds shall be prepared.

(3) In a certificate for industrial finance bonds issued under paragraph (1), the particulars mentioned in Article 13 (2) 1 and 3 through 6, and the serial number of each industrial finance bond shall be stated.

Article 19 (Public Notice of Issuance of Bonds by Sales)

When KDB intends to issue industrial finance bonds by a sale, it shall serve public notice by advertising the sale period and the particulars stated in Article 13 (2) 1 through 7.

Article 20 (Keeping, etc. of Ledger of Bonds)

(1) KDB shall cause the ledger of industrial finance bonds to be kept at its head office.

(2) In the ledger of industrial finance bonds, the following particulars shall be entered:

1. The total number of industrial finance bonds, and the serial number of each bond;

2. The date industrial finance bonds are issued;

3. The particulars stated in Article 13 (2) 2 through 6.

(3) When industrial finance bonds are issued in non-bearer form, the following particulars shall be entered in the ledger of industrial finance bonds, in addition to those stated in each subparagraph of paragraph (2):

1. The name and address of each holder;

2. The date of acquisition thereof.

Article 21 (Inspection of Ledger of Bonds)

Holders of industrial finance bonds shall be entitled to request the inspection of the ledger of industrial finance bonds at any time during the business hours of KDB.

Article 22 (Transfer of Bonds in Non-Bearer Form)

With respect to the transfer of an industrial finance bond in non-bearer form, no transferee shall defend to KDB or a third party unless and until the name and address of the transferee are entered in the ledger of industrial finance boards and the same name is entered in the certificate thereof.

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Article 23 (Creation of Pledge on Bonds in Non-Bearer Form)

(1) No pledge on an industrial finance bond in non-bearer form shall be created against KDB or other third parties unless and until the name and address of the pledgee are entered in the ledger of industrial finance bonds.

(2) When a pledge is created in accordance with paragraph (1), KDB shall enter such fact on the relevant industrial finance bond certificate.

Article 24 (Retirement of Bonds)

KDB may retire industrial finance bonds by purchasing them to the extent not impeding the performance of business operations provided for in Article 18 of the Act.

Article 25 (Deficiency of Coupon)

(1) When the coupon attached to an industrial finance bond in bearer form has been lost, an amount equivalent thereto shall be deducted from the sum to be repaid upon redemption.

(2) The bearer of the coupon stated in paragraph (1) may request KDB to pay the amount which has been deducted at any time in exchange for the coupon.

Article 26 (Notice, etc. to Subscribers, etc. for Bonds)

(1) Notices or peremptory notices to subscribers for industrial finance bonds shall be sent to the address entered on the subscription application: Provided, That if the subscriber gives KDB another address for the purpose of notices or peremptory notices, they shall be sent there.

(2) The provisions of paragraph (1) shall also apply to notices or peremptory notices sent to persons having title to industrial finance bonds before the bond certificate is issued.

(3) Notices or peremptory notices to holders of industrial finance bonds in non-bearer form shall be sent to the address appearing on the ledger of industrial finance bonds: Provided, That if the holder gives KDB another address for the purpose of notices or peremptory notices, they shall be sent there.

(4) Notices or peremptory notices to holders of industrial finance bonds in bearer form may be given by public notice.

Article 27 (Composition of Committee)

(1) The Fund Management Committee established under Article 29 of the Act (hereinafter referred to as the “Committee”) shall be comprised of up to nine members, including one chairperson.

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(2) Members of the Committee shall be as follows:

1. The chairperson;

2. Two persons, each of whom is designated by the Minister of Strategy and Finance and the Chairperson of the Financial Services Commission, respectively, from among public officials under his/her jurisdiction who belong to the Senior Civil Service Corps;

3. One person designated by the Governor of the Bank of Korea under the Bank of Korea Act from among executives under his/her jurisdiction;

4. Two persons designated by the Chairperson of the Financial Services Commission from among executives of institutions funded with the contributions under Article 23-2 (2) 1 through 3 of the Act on the Structural Improvement of the Financial Industry, taking into account the gender composition of the entire members of the Committee;

5. Three persons commissioned by the Financial Services Commission from among persons with abundant expertise and experience in policy-banking or any other related area, taking into account the gender composition of the entire members of the Committee.

(3) The term of office of each member of the Committee referred to in paragraph (2) 5 shall be two years, and may be renewed only once.

(4) A vacancy for a member referred to in paragraph (2) 5 shall be filled by commissioning another member, and the term of office of the newly commissioned member shall be counted from the date he/she is commissioned.

Article 28 (Operation of Committee)

(1) The Chairperson shall be the chairperson of the Committee (hereinafter referred to as the “chairperson”).

(2) The chairperson shall represent the Committee and preside over the affairs of the Committee.

(3) Where the chairperson is unable to perform any of his/her duties due to extenuating circumstances, a member pre-designated by the Committee shall act on his/her behalf.

(4) Meetings of the Committee shall be called by the chairperson, as prescribed by the articles of incorporation.

(5) The chairperson shall call a meeting without delay if requested by a majority of all incumbent members.

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(6) Meetings of the Committee shall be held with the attendance of a majority of all incumbent members, and resolutions shall be passed with the concurrent vote of a majority of the members present.

(7) Except as provided for in paragraphs (1) through (6), matters necessary for the operation of the Committee shall be determined by the chairperson by a resolution of the Committee.

Article 29 (Methods for Distributing Dividends in Kind)

(1) Where KDB intends to distribute part of its net profits from settlement of accounts as dividends in kind pursuant to Article 31 (3) of the Act, it shall do so with the contributions in kind to KDB.

(2) Article 62 of the State Property Act shall apply mutatis mutandis to the value computation of dividends in kind under paragraph (1).

Article 30 (Supervision for Sound Management)

(1) The Financial Services Commission shall exercise supervision over KDB to secure its sound management in accordance with Article 34 of the Act and this Chapter: Provided, That business operations specified in Article 18 (2) 7 of the Act shall be excluded herefrom.

(2) The Financial Services Commission may determine detailed matters necessary to exercise supervision under paragraph (1).

Article 31 (Ceiling on Credit Extension to Same Borrower)

(1) KDB may not extend credit (referring to credit granting defined under Article 2 (1) 7 of the Banking Act; hereafter in this Chapter the same shall apply) in excess of 25/100 of its equity capital (referring to equity capital defined under Article 2 (1) 5 of the Banking Act; hereafter in this Chapter the same shall apply) to the same individual, juristic person, or a person belonging to the same enterprise group (referring to the enterprise group defined under subparagraph 2 of Article 2 of the Monopoly Regulation and Fair Trade Act) as such individual or juristic person (hereinafter referred to as “same borrower”): Provided, That the same shall not apply to any of the following cases:

1. Where an additional credit is extended to a company for which rehabilitation procedures are under way in accordance with the Debtor Rehabilitation and Bankruptcy Act, or management normalization of which is in progress in a joint effort by financial institutions as part of corporate restructuring, etc.;

2. Where an additional credit is extended to a person who acquires a company falling under subparagraph 1 in compliance with acquisition agreement;

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3. Where the ceiling on the credit extension referred to in the main sentence above is exceeded due to any of the following causes, in spite of the absence of any additional credit extension:

(a) Where the amount of money converted into won currency is increased by the fluctuation of exchange rate;

(b) Where the equity capital of KDB is decreased;

(c) Where any alteration is made in the constitution of the same borrower;

(d) Where any merger or any transfer or taking over of business is made among the enterprises to which are extended credit;

(e) Where there exists any compelling cause, such as the sudden change in economic conditions, which is recognized by the Financial Services Commission;

4. Where any credit is extended to an electric source development business entity in accordance with the electric source development business execution plan under the Electric Power Source Development Promotion Act;

5. Where it is necessary to implement an industrial policy, such as infrastructure facility business, or to stabilize national life, which is recognized by the Financial Services Commission after consulting with the Minister of Strategy and Finance;

6. Any other case deemed necessary by the Financial Services Commission to accomplish the objectives for establishment of KDB.

(2) Where the ceiling on credit extension referred to in the main sentence of paragraph (1) is exceeded due to such cause as provided for in paragraph (1) 3, it shall be adjusted to suit the ceiling within one year from the date the ceiling is exceeded: Provided, That in the following cases, the said period may be extended by the Financial Services Commission to a certain time:

1. Where it is impracticable to collect the extended credit within the said period because the deadline for the collection has yet to come;

2. Where any cause falling under paragraph (1) 3 (a) or (b) continues to exist for a long time, and if the extended credit is collected, the stabilization of management of the person who is extended such credit might be noticeably impaired;

3. Where the Financial Services Commission deems that the soundness of assets of KDB might not be noticeably impaired even if the state of excess of the ceiling continues for a certain period, which is similar to any causes referred to in subparagraphs 1 and 2.

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Article 32 (Ceiling, etc. on Credit Extension to Same Individual or Juristic Person)

(1) KDB may not extend credit in excess of 20/100 of its equity capital to the same individual or juristic person, respectively.

(2) The sum total of a large amount of credit extension of KDB (referring to where the amount of credit extension to the respective same borrowers exceeds 10/100 of the equity capital of KDB) may not exceed five times the equity capital.

(3) The proviso to Article 31 (1), each subparagraph of the same paragraph, and paragraph (2) of the same Article shall apply mutatis mutandis to paragraphs (1) and (2).

Article 33 (Restrictions on Investments, etc. in Another Juristic Person)

(1) KDB may not acquire stocks in excess of 15/100 of the voting stocks (including contribution quota; hereafter in this Article the same shall apply) issued by another juristic person: Provided, That the same shall not apply to the following cases: <Amended by Presidential Decree No. 26205, Apr. 20, 2015; Presidential Decree No. 26600, Oct. 23, 2015>

1. Where KDB acquires the stocks of another juristic person in consequence of investment in KDB by the Government;

2. Where KDB acquires stocks in consequence of stock dividend or free issue of new stocks;

3. Where KDB acquires stocks by the conversion of loans into investments due to corporate restructuring, etc.;

4. Where KDB acquires stocks in consequence of the exercise of security right;

5. Where KDB acquires stocks in consequence of the participation in the issue of new stocks to be purchased within the scope of its own existing share;

6. Where KDB acquires stocks in consequence of converting stock-related bonds, such as bonds with warrants, into stocks;

7. Where KDB acquires stocks by investment in a company, more than 15/100 of issued voting stocks of which are owned by KDB (hereinafter referred to as “subsidiary company”) and which belongs to the category of business determined by the Financial Services Commission. In such cases, the total amount (excluding the amount of investments under subparagraphs 8 and 10) of investments in each subsidiary company shall not exceed 20/100 of the equity capital of KDB;

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8. Where KDB acquires stocks by making investments in a small and medium enterprise start-up investment association under the Support for Small and Medium Enterprise Establishment Act, a new technology project investment association under the Specialized Credit Finance Business Act, a specialized materials and components investment association under the Act on Special Measures for the Promotion of Specialized Enterprises, etc. for Materials and Components, a corporate restructuring association registered pursuant to Article 15 of the Industrial Development Act (referring to the Act before amended by the wholly amended Industrial Development Act (Act No. 9584)), a specialized private equity fund company for corporate workout under Article 20 of the Industrial Development Act, the Korea venture investment association under the Act on Special Measures for the Promotion of Venture Businesses, or a privately placed fund under Article 9 (19) of the Financial Investment Services and Capital Markets Act;

9. Where KDB acquires stocks by investment in venture businesses under the Act on Special Measures for the Promotion of Venture Businesses or small and medium enterprises under the Framework Act on Small and Medium Enterprises;

10. Where it is necessary to achieve the objectives for establishment of KDB, which is approved by the Financial Services Commission.

(2) KDB shall not perform the following activities in doing business with its subsidiary companies:

1. Extending credit to its subsidiary companies in excess of the ceiling determined by the Financial Services Commission;

2. Extending credit by taking the stocks of its subsidiary companies as security;

3. Extending credit in order to solicit for the purchase of the stocks of its subsidiary companies.

Article 34 (Restrictions on Holding, etc. of Securities)

KDB shall not engage in any of the following activities:

1. Holding stocks or securities with a maturity of more than three years in excess of 60/100 of its equity capital: Provided, That this shall not include the following securities:

(a) Stocks underwritten in accordance with Article 18 (2) 2 of the Act;

(b) Bonds issued by the State, local governments, or special corporations under any special Acts;

(c) Monetary stabilization bonds issued by the Bank of Korea;

(d) Bonds issued by the Fund under the State Finance Act;

(e) Securities acquired through investment by the Government;

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2. Owning real estate, other than real estate for business use: Provided, That this shall not include the acquisition of real estate through the exercise of security right, such as mortgages;

3. Owning real estate for business in excess of 60/100 of its equity capital;

4. Loaning funds to executives or employees of KDB or its subsidiary companies: Provided, That this shall not include small-size loaning determined by the Financial Services Commission.

Article 35 (Disposal of Assets for Non-Business Use, etc.)

Where KDB acquires through the exercise of security right any assets the acquisition or ownership of which is prohibited under this Decree, it shall dispose of them as prescribed by the Financial Services Commission.

Article 36 (Building of Risk Management System)

KDB shall prepare business conduct standards and procedures to properly manage various risks which might exist in all process of management and shall build and operate a risk management system to systematically manage assets and debts, etc.

Article 37 (Accounting Standards)

The accounting of KDB shall be conducted in accordance with the accounting standards under Article 13 (1) 1 of the Act on External Audit of Stock Companies and the bank-related accounting standards determined by the Financial Services Commission.

Article 38 (Scope of Supervision over Soundness of Management)

The supervision and inspection of the soundness of management by the Financial Services Commission shall be conducted only with respect to the matters which are not subject to the accounting inspection under Article 22 of the Board of Audit and Inspection Act and to the supervision of duties under Article 24 of the same Act.

Article 39 (Guidance of Sound Management)

(1) KDB shall regularly grade its holding assets according to their soundness to accumulate and hold appropriate bad debt allowances: Provided, That the claims on the State, local governments, or government-invested institutions shall be excluded from the claims subject to the establishment of bad debt allowances.

(2) KDB shall observe the asset management standards determined by the Financial Services Commission, such as the ratio of equity capital to assets weighted by risk pursuant to the standards of the Bank for International Settlements and the ratio of current assets expressed in won currency to current liabilities expressed in won currency.

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(3) Where the Financial Services Commission deems that the soundness of management of KDB might be severely impaired for failure to meet the standards of sound management under this Chapter, the Commission may request KDB to take necessary measures to correct it.

Article 40 (Public Announcement of Management)

KDB shall publicly announce major information and data on the status of its management, as prescribed by the Financial Services Commission.

Article 41 (Inspection of Documents, etc.)

(1) Where the Financial Services Commission entrusts the Governor of the Financial Supervisory Service with the inspection specified in Article 36 (1) of the Act pursuant to Article 36 (2) of the Act, it shall require him/her to pre-report the specific purpose, scope, etc. of the inspection to be conducted.

(2) Where the Governor of the Financial Supervisory Service completes the inspection entrusted pursuant to paragraph (1), he/she shall report the results thereof to the Financial Services Commission without delay.

Article 42 (Management of Personally Identifiable Information)

The Financial Services Commission (including a person to whom the power of the Financial Services Commission has been delegated pursuant to Article 36 (2) of the Act) may manage data which includes a resident registration number, passport number, driver’s license number, or alien registration number referred to in Article 19 of the Enforcement Decree of the Personal Information Protection Act in extenuating circumstances in order to conduct any of the following affairs:

1. Affairs concerning appointment or dismissal of executives referred to in Article 13 of the Act;

2. Affairs concerning supervision or orders referred to in Article 34 (1) of the Act as well as follow-up measures, etc. therefor;

3. Affairs concerning measures, etc. referred to in Article 34 (3) through (5) of the Act;

4. Affairs concerning a request for submission of reports or inspection referred to in Article 36 (1) of the Act as well as follow-up measures, etc. therefor.

Article 43 (Procedures for Application, etc. for Authorization)

The Financial Services Commission may determine procedures necessary for application for authorization, supervision, etc. prescribed in the Act.

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ADDENDA

Article 1 (Enforcement Date)

This Decree shall enter into force on the date the merger is registered under Article 4 (6) of the Addenda to the Korea Development Bank Act (Act No. 12663).

Article 2 (Repeal of other Statutes)

The Enforcement Decree of the Korea Finance Corporation Act is hereby repealed.

Article 3 (Special Cases concerning Ceiling on Credit Extension)

Notwithstanding the amended provisions of the main sentence of Article 31 (1) and Article 32 (1), “25/100” in the amended provisions of the main sentence of Article 31 (1) and “20/100” in the amended provisions of Article 32 (1) shall be deemed “30/100” and “25/100,” respectively, for five years from the date this Decree enters into force.

Article 4 Omitted.

Article 5 (Relation with other Statutes)

(1) Any citation of any provisions of the former Enforcement Decree of the Korea Development Bank Act in any other statute, as at the time this Decree enters into force, shall be deemed a citation of the corresponding provisions of this Decree in lieu of the former provisions, if such provisions corresponding thereto exist in this Decree.

(2) Any citation of the former Enforcement Decree of the Korea Finance Corporation Act in any other statute, as at the time this Decree enters into force, shall be deemed a citation of this Decree in lieu of the former provisions.

ADDENDA <Presidential Decree No. 26205, Apr. 20, 2015>

Article 1 (Enforcement Date)

This Decree shall enter into force on April 29, 2015.

Articles 2 and 3 Omitted.

ADDENDA <Presidential Decree No. 26600, Oct. 23, 2015>

Article 1 (Enforcement Date)

This Decree shall enter into force on October 25, 2015. (Proviso Omitted.)

Articles 2 through 9 Omitted.

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EX-99.(M)(3)

Exhibit M-3

[Cleary Gottlieb Steen & Hamilton LLP Letterhead]

July 6, 2017

The Korea Development Bank

14, Eunhaeng-ro

Yeongdeungpo-gu

Seoul 07242

The Republic of 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. 333-217914) of US$300,000,000 aggregate principal amount of its floating rate notes due 2022 (the “Notes”) 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 Mellon, as fiscal agent. Such registration statement, as amended when it became effective, is herein called the “Registration Statement;” the related prospectus dated June 20, 2017, as filed with the Securities and Exchange Commission (the “Commission”) pursuant to Rule 424(b) under the Securities Act of 1933, as amended (the “Securities Act”), is herein called the “Base Prospectus;” the related prospectus supplement dated June 27, 2017, as filed with the Commission pursuant to Rule 424(b) 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 specimen of the Notes; 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 documents, 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 (i) the accuracy as to factual matters of each document we have reviewed and (ii) that the Notes conform to the specimen thereof that we have reviewed and have been duly authenticated in accordance with the terms of the Fiscal Agency Agreement.

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, (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 and (c) such opinion is subject to the effect of judicial application of foreign laws or foreign governmental actions affecting creditors’ rights. In addition, we note that (i) 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 (ii) the designation of the U.S. federal courts sitting in The City of New York as a venue for actions or proceedings relating to the Notes is (notwithstanding the waiver in such provisions) subject to the power of such courts to transfer actions pursuant to 28 U.S.C. § 1404(a) or to dismiss such actions or proceedings on the grounds that such federal court is an inconvenient forum for such action or proceeding. 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. §1332 does not exist.

1

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 letter as an exhibit to the Registration Statement and to the reference to us under the heading “Legal Matters” in the Prospectus. In giving such consent, we do not thereby admit that we are experts with respect to any part of the Registration Statement, including this exhibit, within the meaning of the term “expert” as used in the Securities Act, or the rules and regulations of the Commission issued thereunder. We assume no obligation to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the opinion expressed herein.

Very truly yours,
CLEARY GOTTLIEB STEEN & HAMILTON LLP
By	/s/ JINDUK HAN
	Jinduk Han, a Partner

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EX-99.(M)(4)

Exhibit M-4

July 6, 2017

The Korea Development Bank

14, Eunhaengro

Yeongdeungpogu

Seoul, Republic of Korea

Re: The Korea Development Bank: US$300,000,000 Floating Rate Notes due 2022

Dear Sirs:

We have acted as special Korean counsel to The Korea Development Bank (the “Issuer”), in connection with the issuance by the Issuer of US$300,000,000 aggregate principal amount of floating rate notes due 2022 (the “Notes”) pursuant to the registration statement (file number: 333-217914) filed by the Issuer on May 12, 2017 with the United States Securities Exchange Commission (the “Commission”) under Schedule B of the Securities Act of 1933, as amended (the “Securities Act”), as amended by Amendment No. 2 filed on June 15, 2017, and as declared effective by the Commission on June 20, 2017 (New York time) (the “Registration Statement”) and to be issued by the Issuer under the fiscal agency agreement dated as of February 15, 1991, by and between the Issuer and The Bank of New York, as fiscal agent, as amended by the Amendment No.1 thereto dated June 25, 2004 (the “Fiscal Agency Agreement”). The prospectus dated June 20, 2017 relating to the debt securities to be issued by the Issuer pursuant to the Registration Statement, as supplemented by the final prospectus supplement dated June 27, 2017, used in connection with the offering of the Notes, is herein called the “Prospectus”.

We have examined all such laws and regulations of the Republic of Korea (“Korea”) as are relevant to the Underwriting Agreement, the Fiscal Agency Agreement and the Notes and the originals or copies, including photocopies, certified or otherwise identified to our satisfaction, of all such corporate and official records of the Issuer and of all such published records, regulations, certificates, rulings, and orders of officials and agencies of the Korean government, of all such certificates of officials and other representatives of the Issuer, and of all such other agreements, documents and matters as we have deemed necessary or advisable for the purposes of this opinion. In such examination, we have assumed the genuineness of all signatures, seals and stamps, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies thereof, and we have found nothing to indicate that such assumptions are not fully justified. In giving this opinion, we have also assumed in relation to the documents which we examined that other than in relation to the Issuer, all such documents are within the capacity and powers of, and have been validly authorized, executed and delivered by, the relevant parties thereto, and are legal, valid, binding and enforceable in accordance with their respective terms under the laws of the relevant jurisdiction by which they are expressed to be governed, and that all necessary governmental consents, authorizations and approvals required in any country (other than the Issuer) for the execution, delivery and performance by any parties (other than the Issuer) thereto have been or will be obtained and that all necessary notices, filings, registrations and recordings in any applicable jurisdiction (other than the Issuer) in respect of the Fiscal Agency Agreement and the Notes have been or will be given or effected in accordance with the laws and regulations of every such applicable jurisdiction. As to any other matters of fact material to the opinions expressed herein, we have relied upon certificates or statements of officials and other representatives of the Issuer.

July 6, 2017

Page 2

Based upon the foregoing and subject to further qualifications set forth below, we are of the opinion that:

1. The Issuer is a statutory juridical entity duly established under the Korea Development Bank Act and validly existing under the laws of Korea and has full power, capacity and authority to own its properties and conduct its business as described in the Prospectus forming part of the Registration Statement;

2. The Fiscal Agency Agreement has been duly authorized and executed by the Issuer; and

3. The Notes have been duly authorized, executed, issued and delivered by the Issuer and constitute valid and binding obligations of the Issuer and enforceable in accordance with their terms.

We are admitted to practice law in Korea, and this opinion is given with respect to the laws of Korea as currently in effect and we do not pass upon and we express no opinion in respect of those matters governed by or construed in accordance with the laws of the United States of America or the State of New York or the laws of any jurisdiction other than Korea. To the extent that the laws of the United States of America and the State of New York are relevant to our opinions set forth above, we have, without making any independent investigation with respect thereto, relied upon, subject to the qualifications, assumptions and exceptions set forth in, the opinion of Cleary Gottlieb Steen & Hamilton LLP, United States counsel to the Issuer, filed with the Commission on July 6, 2017. We have also assumed that there is nothing in the law of any jurisdiction other than Korea which affects this opinion.

July 6, 2017

Page 3

The opinions set forth above are subject to the following: (a) the obligations of the Issuer under the Fiscal Agency Agreement and the Notes may be limited or affected by the laws governing fraudulent conveyance, moratorium, statutory limitation or other similar matters which generally affect the rights of creditors; (b) the obligations of the Issuer under the Fiscal Agency Agreement and the Notes may be also affected or limited by the general principle of good morals and other social order and the general principle of good faith and fairness provided for in the Civil Code of Korea; (c) nothing herein should be taken as indicating that the remedies of specific performance or injunction would necessarily be available with respect to any particular provision of the Fiscal Agency Agreement and the Notes and any related agreements in any particular instance; (d) 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, willful misconduct or gross negligence; (e) 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; (f) failure to exercise a right of action for more than a certain period of time may operate as a bar to the exercise of such right, and failure to exercise such a right for a certain period of time may, under certain circumstances, be deemed by the Korean courts to constitute a waiver thereof, and; (g) if the Korean government deems that certain emergency circumstance, including but not limited to severe and sudden changes in domestic or overseas economic circumstances, extreme difficulty in stabilizing the balance of payments or in implementing currency, exchange rate and other macroeconomic policies, has occurred or is likely to occur, it may impose certain necessary restrictions provided for under the Foreign Exchange Transaction Act and the rules and regulations promulgated thereunder, such as the suspension of payments or requiring prior approval from governmental authorities for any transaction.

This opinion is addressed to and is solely for the benefit of the Issuer and, except with our express consent, is not to be transmitted to, nor is to be relied upon by, any other person (save the United States counsel to the Issuer in connection with the issue and sale of the Notes) or for any purpose other than in connection with the issue and sale of the Notes. This opinion is limited to the matters addressed herein and is not to be read as an opinion with respect to any other matter. Furthermore, we assume no obligations to advise you, or to make any investigations, as to any legal developments or factual matters arising subsequent to the date hereof that might affect the views expressed herein.

We hereby consent to the use of this opinion as an exhibit to the Registration Statement and to the use of our name under the caption “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are within the category of persons whose consent is required under Section 7 of the Securities Act.

July 6, 2017

Page 4

Very truly yours,

/s/ Bae, Kim & Lee LLC