November 8, 2011 | |
Principal Funds, Inc. | |
Des Moines, Iowa 50392-2080 | |
RE: | Registration Statement on Form N-14 |
Pursuant to Securities Act of 1933 | |
Registration No. __________________________ | |
I am familiar with the organization of Principal Funds, Inc. (the "Fund") under the laws of the State of | |
Maryland and have reviewed the above-referenced Registration Statement (the "Registration | |
Statement") filed with the Securities and Exchange Commission relating to the offer and sale of a | |
number of shares of the Corporation's Common Stock, par value $.01 per share (the "Shares") in | |
connection with the Reorganization described in the Registration Statement. Based upon such | |
investigation as I have deemed necessary, I am of the following opinion: | |
1. | The Fund has been duly incorporated and is validly existing as a corporation in good standing |
under the laws of the State of Maryland. | |
2. | The Fund has authority to issue the number of shares of common stock necessary to complete |
the Reorganization and the shares, when issued in accordance with the terms described in the | |
Registration Statement, will be legally issued, fully paid and non-assessable. | |
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement. | |
Very truly yours, | |
/s/ Michael D. Roughton | |
Michael D. Roughton | |
Counsel | |
Principal Funds, Inc. |