September 17, 2008
Principal Life Insurance Company
711 High Street
Des Moines, Iowa 50392
Principal Financial Group, Inc.
711 High Street
Des Moines, Iowa 50392
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Re: |
Principal Life Income Fundings Trust 2008-83 — $10,000,000 5.10%
Principal®
Life
CoreNotes®
due 2014 |
Ladies and Gentlemen:
I am Vice President and Associate General Counsel of Principal Life Insurance Company
(“Principal Life”). I or other attorneys in the Law Department of Principal Life, under my
supervision, have reviewed the documents relating to the establishment of a program pursuant to
which newly formed common law trusts formed under the laws of the State of New York will issue
notes, with each trust’s notes to be secured by a funding agreement (in the form filed as an
exhibit to the Registration Statement (as defined below)) to be entered into between Principal Life
and the relevant Trust, and a guarantee issued by Principal Financial Group, Inc. (“PFG”) which
fully and unconditionally guarantees the payment obligations of Principal Life. Principal Life and
PFG filed a Registration Statement on Form S-3 (File Nos. 333-147181 and 333-147181-01) with the
Securities and Exchange Commission (the “Commission”) on November 6, 2007, as amended by Amendment
No. 1 filed with the Commission on November 20, 2007, (the “Registration Statement”), under the
Securities Act of 1933, as amended, including a prospectus relating to the notes (the
“Prospectus”), a prospectus supplement relating to secured medium-term notes to be issued by the
trusts (the “Institutional Prospectus Supplement”), a prospectus supplement relating to
Principal® Life CoreNotes® to be issued by the trusts (the “CoreNotes
Prospectus Supplement”) and a prospectus supplement relating to secured medium-term retail notes to
be issued by the trust (the “Generic Retail Prospectus Supplement”). This opinion letter is
delivered to you in connection with the issuance by Principal Life Income Fundings Trust 2008-83
(the “Trust”) of $10,000,000 aggregate principal amount of the Trust’s 5.10% Principal®
Life CoreNotes® due 2014 (the “Notes”) and the delivery of Funding Agreement No. 4-55692
by Principal Life (the “Funding Agreement”).
Page 2
In furnishing this opinion, we have reviewed: (i) the Registration Statement, the Prospectus,
the CoreNotes Prospectus Supplement and the pricing supplement dated September 9, 2008 (the
“Pricing Supplement”), (ii) the trust agreement, dated as of the date of the Omnibus Instrument
(the “Trust Agreement”), which adopts and incorporates the standard trust terms dated November 21,
2007, between U.S. Bank Trust National Association, as trustee, and GSS Holdings II, Inc., as trust
beneficial owner, (iii) the indenture (the “Indenture”), which adopts and incorporates the standard
indenture terms dated May 2, 2008, between Citibank, N.A., as indenture trustee and the Trust, (iv)
the Distribution Agreement, dated November 21, 2007 entered into by and among Principal Life, PFG
and the agents named therein, acknowledged and agreed to by the Trust pursuant to the terms
agreement dated as of the date of the Omnibus Instrument executed by the Trust through the
execution of the Omnibus Instrument, (v) the Omnibus Instrument, dated as of September 12, 2008,
that includes the Trust Agreement and the Indenture executed in connection with the creation of the
Trust and the issuance by the Trust of the Notes, (vi) the Closing Instrument, dated September 17,
2008, (vii) the Notes, (viii) the Funding Agreement, and (ix) the Guarantee, dated as of the
Effective Date (as defined in the Funding Agreement), executed by PFG.
Based on the foregoing, and subject to the limitations, qualifications and assumptions set
forth herein, the discussion set forth in the CoreNotes Prospectus Supplement under the heading
“Material United States Federal Income Tax Considerations,” to the extent describing matters of
United States federal income tax law or legal conclusions with respect thereto, is my opinion.
In rendering the opinion set forth above, I have considered the applicable provisions of the
Internal Revenue Code of 1986, as amended (the “Code”), regulations promulgated thereunder by the
United States Treasury Department (the “Regulations”), pertinent judicial authorities, rulings and
other administrative interpretations of the Internal Revenue Service and such other authorities as
we have considered relevant. It should be noted that the Code, the Regulations and such judicial
authorities, rulings, and administrative interpretations and other authorities are subject to
change at any time and, in some circumstances, with retroactive effect; and any such change could
affect the opinion stated herein.
This opinion is rendered as of the date hereof based upon the facts and law in existence on
the date hereof. I assume no obligation to update or supplement this letter to reflect any
circumstances which may hereafter come to my attention with respect to the opinion and statements
set forth above, including any changes in applicable law which may hereafter occur.