Attached files

file filename
EX-5.1 - EXHIBIT 5.1 - PRINCIPAL FINANCIAL GROUP INCtm2021713d6_ex5-1.htm
EX-4.3 - EXHIBIT 4.3 - PRINCIPAL FINANCIAL GROUP INCtm2021713d6_ex4-3.htm
EX-4.2 - EXHIBIT 4.2 - PRINCIPAL FINANCIAL GROUP INCtm2021713d6_ex4-2.htm
EX-1.1 - EXHIBIT 1.1 - PRINCIPAL FINANCIAL GROUP INCtm2021713d6_ex1-1.htm
8-K - FORM 8-K - PRINCIPAL FINANCIAL GROUP INCtm2021713-6_8k.htm

 

Exhibit 5.2

 

Principal Financial Group, Inc.

711 High Street, Des Moines, IA 50392-2080

T 800.247.1737

www.principal.com

 

June 12, 2020

 

Principal Financial Group, Inc.
711 High Street
Des Moines, Iowa 50392

 

Principal Financial Services, Inc.
711 High Street
Des Moines, Iowa 50392

 

Principal Financial Group, Inc.

 

Ladies and Gentlemen:

 

I am Vice President and Associate General Counsel of Principal Financial Group, Inc., a Delaware corporation (the “Company”), and Principal Financial Services, Inc., an Iowa corporation (“PFSI”). In such capacity, I or lawyers in the Company’s law department under my supervision have acted as counsel to the Company and PFSI in connection with the Registration Statement on Form S-3 (File Nos. 333-237906 and 333-237906-01) (the “Registration Statement”) and the Prospectus Supplement, dated June 9, 2020 (the “Prospectus Supplement”), to the Prospectus, dated April 29, 2020, of the Company, filed with the Securities and Exchange Commission (the “Commission”) relating to the issuance and sale by the Company of $500,000,000 aggregate principal amount of its 2.125% Senior Notes due 2030 (the “Notes”), issued pursuant to the Indenture, dated as of May 21, 2009, among the Company, PFSI, as guarantor, and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented and amended by the Fourteenth Supplemental Indenture, dated as of June 12, 2020, among the Company, PFSI and the Trustee relating to the Notes. The Notes are fully and unconditionally guaranteed by PFSI pursuant to the guarantee, dated as of June 12, 2020 (the “Guarantee”).

 

   
   

 

In rendering the opinions expressed below, (a) I or lawyers under my supervision have examined and relied on the originals, or copies certified or otherwise identified to our satisfaction, of such agreements, documents and records and such other instruments and certificates as we have deemed necessary or appropriate for the purposes of such opinions, (b) I or lawyers under my supervision have examined and relied as to factual matters upon, and have assumed the accuracy of, the statements made in the certificates of others delivered to us and (c) I or lawyers under my supervision have made such investigations of law as we have deemed necessary or appropriate as a basis for such opinions. In rendering the opinions expressed below, I have assumed, with your permission, without independent investigation or inquiry, (i) the authenticity and completeness of all documents submitted to me or lawyers under my supervision as originals, (ii) the genuineness of all signatures on all documents that I or lawyers under my supervision examined, (iii) the conformity to authentic originals and completeness of documents submitted to me or lawyers under my supervision as certified, conformed or reproduction copies and (iv) the legal capacity of all natural persons executing documents.

 

Based upon and subject to the foregoing and the qualifications and limitations hereinafter set forth, I am of the opinion that (i) PFSI has the corporate power and authority to execute and deliver the Guarantee and (ii) the Guarantee has been duly authorized, executed and delivered by PFSI.

 

The opinions expressed herein are limited to the laws of the State of Iowa, as currently in effect, and I do not express any opinion herein concerning any other laws.

 

   
   

 

I hereby consent to the filing of this opinion as an exhibit to the Company's Current Report on Form 8-K filed on June 12, 2020, incorporated by reference in the Registration Statement, and to the reference to me under the caption “Validity of the Notes” in the Prospectus Supplement. In giving such consent, I do not thereby concede that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933, as amended, or the rules and regulations of the Commission thereunder.

 

  Very truly yours,
   
  /s/ Guy Montag
  Guy Montag
  Vice President and Associate General Counsel