POST-EFFECTIVE AMENDMENT NO.3 TO REGISTRATION STATEMENT UNDER SCHEDULE B

0001193125-22-010482.txt : 20220118 0001193125-22-010482.hdr.sgml : 20220118 20220118063011 ACCESSION NUMBER: 0001193125-22-010482 CONFORMED SUBMISSION TYPE: POS EX PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20220118 DATE AS OF CHANGE: 20220118 EFFECTIVENESS DATE: 20220118 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EXPORT IMPORT BANK OF KOREA CENTRAL INDEX KEY: 0000873463 STANDARD INDUSTRIAL CLASSIFICATION: FOREIGN GOVERNMENTS [8888] IRS NUMBER: 000000000 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-255836 FILM NUMBER: 22533558 BUSINESS ADDRESS: STREET 1: 460 PARK AVE 20TH FL CITY: NEW YORK STATE: NY ZIP: 10005 FILER: COMPANY DATA: COMPANY CONFORMED NAME: REPUBLIC OF KOREA CENTRAL INDEX KEY: 0000873465 STANDARD INDUSTRIAL CLASSIFICATION: FOREIGN GOVERNMENTS [8888] IRS NUMBER: 000000000 FILING VALUES: FORM TYPE: POS EX SEC ACT: 1933 Act SEC FILE NUMBER: 333-255836-01 FILM NUMBER: 22533559 BUSINESS ADDRESS: STREET 1: 88 KWANMOON-RO STREET 2: KWACHUN-SHI, KYUNGGI-DO CITY: REPUBLIC OF KOREA STATE: M5 ZIP: 427725 BUSINESS PHONE: 8225039267 MAIL ADDRESS: STREET 1: 88 KWANMOON-RO STREET 2: KWACHUN-SHI, KYUNGGI-DO CITY: REPUBLIC OF KOREA STATE: M5 ZIP: 427725 POS EX 1 d640061dposex.htm POST-EFFECTIVE AMENDMENT NO.3 TO REGISTRATION STATEMENT UNDER SCHEDULE B POST-EFFECTIVE AMENDMENT NO.3 TO REGISTRATION STATEMENT UNDER SCHEDULE B

As filed with the Securities and Exchange Commission on January 18, 2022

Registration Statement No. 333-255836

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

POST-EFFECTIVE AMENDMENT NO. 3

REGISTRATION STATEMENT

UNDER

SCHEDULE B

THE SECURITIES ACT OF 1933

THE EXPORT-IMPORT BANK OF KOREA

(Name of Registrant)

THE REPUBLIC OF KOREA

(Name of Co-Registrant and Guarantor)

Names and Addresses of Authorized Representatives in the United States:

Jung-Hyun Lee

or Kyung-Jun Hwang

Duly Authorized Representatives of

The Export-Import Bank of Korea

460 Park Avenue, 8^th Floor

New York, NY 10022

Minsik Shin

Duly Authorized Representative of

The Republic of Korea

460 Park Avenue, 9^th Floor

New York, NY 10022

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. 3 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act of 1933, as amended (the “Securities Act”).

EXPLANATORY NOTE

This Post-Effective Amendment No. 3 to the registrant’s Registration Statement under Schedule B (File No. 333-255836), declared effective by the Securities and Exchange Commission on July 22, 2021, is being filed solely for the purpose of filing Exhibits M–5 and M-6 to such Registration Statement pursuant to Rule 462(d) under the Securities Act. This Post-Effective Amendment No. 3 is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act. 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$	545,500
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)		200,000

Total	US$	1,895,500

*	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-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

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 Export-Import Bank of Korea (No. 33-41654).

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 Export-Import Bank of Korea (No. 33-41654).

B-3	-	Letter of successor Fiscal Agent, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

B-4	-	Letter of 2^nd successor Fiscal Agent, incorporated herein by reference to Exhibit B-4 to the Registration Statement of The Export-Import Bank of Korea (No. 333-9564).

B-5	-	Letter of 3^rd successor Fiscal Agent, incorporated herein by reference to Exhibit B-5 to the Registration Statement of The Export-Import Bank of Korea (No. 333-136378).

B-6	-	Form of Guarantee to be issued by The Republic of Korea.**

C	-	Form of Warrant Agreement, including form of Warrants.**

D-1	-	Consent of the Director General of The Export-Import Bank of Korea (included on page II-5).

D-2	-	Power of Attorney of the Director General of The Export-Import Bank of Korea.*

E-1	-	Consent of the Minister of Economy and Finance of The Republic of Korea (included on Page II-6).

E-2	-	Power of Attorney of the Minister of Economy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Export-Import Bank of Korea (No. 333-156218).

F	-	Consent of KPMG Samjong Accounting Corp.*

G-1	-	Letter appointing certain persons as authorized agents of The Export-Import Bank of Korea in the United States.*

G-2	-	Letter appointing Authorized Agents of The Republic of Korea in the United States (included in Exhibit E-2).

H	-	The Export-Import Bank of Korea Act.*

I	-	The Enforcement Decree of The Export-Import Bank of Korea Act.*

J	-	The Articles of Incorporation of The Export-Import Bank of Korea.*

K	-	Form of Prospectus Supplement relating to The Export-Import Bank of Korea’s Medium-Term Notes, Series A, Due Not Less Than Nine Months From Date of Issue (the “MTNs”), incorporated herein by reference to Exhibit K to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

II-3


L	-	Form of Distribution Agreement between The Export-Import Bank of Korea and the Agents named therein relating to the offer and sale from time to time of the MTNs, incorporated herein by reference to Exhibit L to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

M-1	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants).*

M-2	-	Opinion (including consent) of Yoon & Yang LLC, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, Korea, Korean counsel to The Export-Import Bank of Korea, 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, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$750,000,000 0.625% Notes due 2024, US$750,000,000 1.125% Notes due 2026 and US$500,000,000 2.500% Notes due 2041.*

M-4	-	Opinion (including consent) of Lee & Ko, 18F Hanjin Building, 63 Namdaemun-ro, Jung-gu, Seoul 04532, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$750,000,000 0.625% Notes due 2024, US$750,000,000 1.125% Notes due 2026 and US$500,000,000 2.500% Notes due 2041.*

M-5	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$1,000,000,000 1.250% Notes due 2025, US$1,000,000,000 1.625% Notes due 2027 and US$1,000,000,000 2.125% Green Notes due 2032.

M-6	-	Opinion (including consent) of Bae, Kim & Lee LLC, Tower B, Centropolis, 26 Ujeongguk-ro, Jongno-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$1,000,000,000 1.250% Notes due 2025, US$1,000,000,000 1.625% Notes due 2027 and US$1,000,000,000 2.125% Green Notes due 2032.

N-1	-	Form of the MTNs that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

N-2	-	Form of the MTNs that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

O	-	Form of Calculation Agency Agreement between The Export-Import Bank of Korea and the calculation agent named therein relating to the MTNs that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

*	Previously filed.

**	May be filed by amendment.

II-4

SIGNATURE OF THE EXPORT-IMPORT BANK OF KOREA

Pursuant to the requirements of the Securities Act of 1933, as amended, The Export-Import Bank of Korea 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 18th day of January 2022.


THE EXPORT-IMPORT BANK OF KOREA

By:		DONG-HOON LEE*†
		Director General

†By:		/S/ TAEYUNG LIM
		Taeyung Lim (Attorney-in-fact)

*	Consent is hereby given to the 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 18th day of January 2022.


THE REPUBLIC OF KOREA

By:		NAM-KI HONG*†
		Minister of Economy and Finance

†By:		/S/ MINSIK SHIN
		Minsik Shin (Attorney-in-fact)

*	Consent is hereby given to the 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 EXPORT-IMPORT BANK OF KOREA

Pursuant to the Securities Act of 1933, as amended, the undersigned, a duly authorized representative in the United States of The Export-Import Bank of Korea, has signed this Registration Statement or amendment thereto in The City of New York, New York, on the 18th day of January 2022.


†By:		/S/ JUNG-HYUN LEE
		Jung-Hyun Lee

		New York Representative Office The Export-Import Bank of Korea

II-7

SIGNATURE OF AUTHORIZED REPRESENTATIVE

OF THE EXPORT-IMPORT BANK OF KOREA


†By:		/S/ KYUNG-JUN HWANG
		Kyung-Jun Hwang

		New York Representative Office The Export-Import Bank of Korea

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 18th day of January 2022.


†By:		/S/ MINSIK SHIN
		Minsik Shin

		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-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

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 Export-Import Bank of Korea (No. 33-41654).

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 Export-Import Bank of Korea (No. 33-41654).

B-3	-	Letter of successor Fiscal Agent, incorporated herein by reference to Exhibit B-3 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

B-4	-	Letter of 2^nd successor Fiscal Agent, incorporated herein by reference to Exhibit B-4 to the Registration Statement of The Export-Import Bank of Korea (No. 333-9564).

B-5	-	Letter of 3^rd successor Fiscal Agent, incorporated herein by reference to Exhibit B-5 to the Registration Statement of The Export-Import Bank of Korea (No. 333-136378).

B-6	-	Form of Guarantee to be issued by The Republic of Korea.**

C	-	Form of Warrant Agreement, including form of Warrants.**

D-1	-	Consent of the Director General of The Export-Import Bank of Korea (included on page II-5).

D-2	-	Power of Attorney of the Director General of The Export-Import Bank of Korea.*

E-1	-	Consent of the Minister of Economy and Finance of The Republic of Korea (included on Page II-6).

E-2	-	Power of Attorney of the Minister of Economy and Finance of The Republic of Korea, incorporated herein by reference to Exhibit E-2 to the Registration Statement of The Export-Import Bank of Korea (No. 333-156218).

F	-	Consent of KPMG Samjong Accounting Corp.*

G-1	-	Letter appointing certain persons as authorized agents of The Export-Import Bank of Korea in the United States.*

G-2	-	Letter appointing Authorized Agents of The Republic of Korea in the United States (included in Exhibit E-2).

H	-	The Export-Import Bank of Korea Act.*

I	-	The Enforcement Decree of The Export-Import Bank of Korea Act.*

J	-	The Articles of Incorporation of The Export-Import Bank of Korea.*

K	-	Form of Prospectus Supplement relating to The Export-Import Bank of Korea’s Medium-Term Notes, Series A, Due Not Less Than Nine Months From Date of Issue (the “MTNs”), incorporated herein by reference to Exhibit K to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

L	-	Form of Distribution Agreement between The Export-Import Bank of Korea and the Agents named therein relating to the offer and sale from time to time of the MTNs, incorporated herein by reference to Exhibit L to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

M-1	-	Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of the Debt Securities (with or without Warrants).*


M-2	-	Opinion (including consent) of Yoon & Yang LLC, 19th Floor, ASEM Tower, 517, Yeongdong-daero, Gangnam-gu, Seoul, Korea, Korean counsel to The Export-Import Bank of Korea, 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, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$750,000,000 0.625% Notes due 2024, US$750,000,000 1.125% Notes due 2026 and US$500,000,000 2.500% Notes due 2041.*

M-4	-	Opinion (including consent) of Lee & Ko, 18F Hanjin Building, 63 Namdaemun-ro, Jung-gu, Seoul 04532, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$750,000,000 0.625% Notes due 2024, US$750,000,000 1.125% Notes due 2026 and US$500,000,000 2.500% Notes due 2041.*

M-5		Opinion (including consent) of Cleary Gottlieb Steen & Hamilton LLP, c/o 19F, Ferrum Tower, 19, Eulji-ro 5-gil, Jung-gu, Seoul, The Republic of Korea, United States counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$1,000,000,000 1.250% Notes due 2025, US$1,000,000,000 1.625% Notes due 2027 and US$1,000,000,000 2.125% Green Notes due 2032.

M-6		Opinion (including consent) of Bae, Kim & Lee LLC, Tower B, Centropolis, 26 Ujeongguk-ro, Jongno-gu, Seoul, The Republic of Korea, Korean counsel to The Export-Import Bank of Korea, in respect of the legality of The Export-Import Bank of Korea’s US$1,000,000,000 1.250% Notes due 2025, US$1,000,000,000 1.625% Notes due 2027 and US$1,000,000,000 2.125% Green Notes due 2032.

N-1	-	Form of the MTNs that bears interest at a fixed rate, incorporated herein by reference to Exhibit N-1 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

N-2	-	Form of the MTNs that bears interest at a floating rate, incorporated herein by reference to Exhibit N-2 to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

O	-	Form of Calculation Agency Agreement between The Export-Import Bank of Korea and the calculation agent named therein relating to the MTNs that bear interest at a floating rate, incorporated herein by reference to Exhibit O to the Registration Statement of The Export-Import Bank of Korea (No. 33-41654).

*	Previously filed.

**	May be filed by amendment.

EX-99.(M-5) 2 d640061dex99m5.htm EX-99.(M-5) EX-99.(M-5)

Exhibit M-5

[Cleary Gottlieb Steen & Hamilton LLP Letterhead]

January 18, 2022

The Export-Import Bank of Korea

38 Eunhaeng-ro

Yeongdeungpo-gu

Seoul 07242

Republic of Korea

Ladies and Gentlemen:

We have acted as special United States counsel to The Export-Import Bank of Korea, a statutory juridical entity established in the Republic of Korea under The Export-Import Bank of Korea Act of 1969, as amended (the “Bank”) in connection with the Bank’s offering pursuant to a registration statement under Schedule B (No. 333-255836) of US$1,000,000,000 aggregate principal amount of its 1.250% notes due 2025, US$1,000,000,000 aggregate principal amount of its 1.625% notes due 2027 and US$1,000,000,000 aggregate principal amount of its 2.125% green notes due 2032 (the “Notes”) issued under a fiscal agency agreement dated as of August 1, 1991 (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 July 22, 2021, 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 January 5, 2022, 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)

specimens 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 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 specimens 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.

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

EX-99.(M-6) 3 d640061dex99m6.htm EX-99.(M-6) EX-99.(M-6)

Exhibit M-6

[Bae, Kim & Lee LLC Letterhead]

January 18, 2022

The Export-Import Bank of Korea

38 Eunhaengro

Yeongdeungpogu, Seoul 07242

The Republic of Korea

Re:	The Export-Import Bank of Korea: US$1,000,000,000 1.250% Notes Due 2025, US$1,000,000,000 1.625% Notes Due 2027, and US$1,000,000,000 2.125% Green Notes Due 2032

Dear Sirs:

We have acted as special Korean counsel to The Export-Import Bank of Korea (the “Issuer”), a statutory juridical entity established under the Export-Import Bank of Korea Act (the “Eximbank Act”) of the Republic of Korea (“Korea”), in connection with the issuance by the Issuer of US$1,000,000,000 aggregate principal amount of 1.250% Notes due 2025, US$1,000,000,000 aggregate principal amount of 1.625% Notes due 2027 and US$1,000,000,000 aggregate principal amount of 2.125% Green Notes due 2032 (collectively, the “Notes”) pursuant to the registration statement (file number: 333-255836) filed by the Issuer on May 6, 2021 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 July 8, 2021 and as declared effective by the Commission on July 22, 2021 (New York time) (the “Registration Statement”) and to be issued by the Issuer under the fiscal agency agreement dated as of August 1, 1991, by and between the Issuer and The Bank of New York Mellon (formerly known as The Bank of New York) (as successor of JP Morgan Chase Bank, N.A.), as fiscal agent (the “Fiscal Agency Agreement”). The prospectus dated July 22, 2021 relating to the debt securities to be issued by the Issuer pursuant to the Registration Statement, as supplemented by the final prospectus supplement dated January 5, 2022, used in connection with the offering of the Notes, is herein called the “Prospectus”.

We have reviewed the originals or copies, certified or otherwise identified to our satisfaction of such instruments and other documents, and we have made such investigations of law, as we have deemed appropriate as a basis for the opinion expressed below. In such examination, we have assumed the genuineness of all signatures, the legal capacity of natural persons, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified or photostatic copies, and the authenticity of the originals of such copies. As to any facts material to this opinion that we did not independently establish or verify, we have relied upon statements and representations of officers and other representatives of the Issuer.

In addition, and without prejudice to the generality of the immediately preceding paragraph, in arriving at the opinion expressed below, we have reviewed the following specific documents relating to the Notes:

(i)

a copy of the executed Fiscal Agency Agreement;

(ii)

the Registration Statement;

(iii)

the Prospectus;

(iv)

a copy of the executed Notes in global form;

(v)

copies of the articles of incorporation, the commercial registry extracts and the corporate seal certificate of the Chairman and President of the Issuer;

(vi)

the extracted internal regulation of the Issuer regarding the delegation of authority;

(vii)

a copy of extracted portions of the resolution passed by the board of directors of the Issuer held on November 24, 2021 relating to, inter alia, the Issuer’s funding plans for 2022 and a copy of the internal approval letter of the Issuer dated November 26, 2021; and

(viii)

a copy of the Issuer’s report accepted by the Ministry of Economy and Finance of Korea on December 21, 2021 in respect of the issue of the Notes.

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

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

The statements in the Prospectus in so far as such statements purport to summarize certain provisions of Korean laws (except for (a) the Korean tax related statements covered by our opinion in paragraph 3 below and (b) the financial statements and related schedules and other financial and statistical data contained therein as to which we express no opinion) are accurate and up-to-date as of the date hereof in all material respects;

The statements set forth under the heading “Taxation—Korean Taxation” in the Prospectus, insofar as such statements purport to summarize Korean tax laws relating to the Notes, constitute a fair summary of the principal Korean tax consequences to non-resident holders of the Notes in all material respects; and

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; subject to (i) the bankruptcy, insolvency, liquidation, reorganization, rehabilitation or the restructuring of the Issuer pursuant to the laws in Korea now in force or subsequently enacted which generally affect the enforcement of creditors’ rights, (ii) certain restrictions that may be imposed by the Korean government, such as the suspension of payments or requiring prior approval from governmental authorities for any transaction, 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 and (iii) general equity principles.

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. We have also assumed that there is nothing in the law of any jurisdiction other than Korea which affects this opinion.

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, without thereby admitting that we are “experts” under the Securities Act or the rules and regulations of the Commission thereunder for the purpose of any part of the Registration Statement, including the exhibit as which this opinion is filed.

Very truly yours,

/s/ Bae, Kim & Lee LLC

Bae, Kim & Lee LLC