Exhibit 5.01
[Letterhead of Debevoise & Plimpton]
December 19, 2003
Principal Financial Group, Inc.
711 High Street
Des Moines, Iowa 50392
The Principal Financial Group, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as special counsel to Principal Financial Group, Inc.
(the "Company") in connection with the filing with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Act"), of a
Registration Statement on Form S-3 (the "Registration Statement"), relating to
the public offering by the Company of up to $3,000,000,000 in the aggregate of
(i) senior debt securities of the Company (the "Senior Debt Securities") to be
issued pursuant to an Indenture (the "Senior Indenture"), to be entered into
between the Company and The Bank of New York, as trustee (the "Senior Trustee"),
(ii) subordinated debt securities of the Company (the "Subordinated Debt
Securities" and together with the Senior Debt Securities, the "Debt Securities")
to be issued pursuant to a Subordinated Indenture (the "Subordinated Indenture"
and, together with the Senior Indenture, the "Indentures") to be entered into
between the Company and The Bank of New York, as trustee (the "Subordinated
Trustee"), (iii) junior subordinated debentures of the Company (the "Junior
Subordinated Debt Securities"), to be issued pursuant to a Junior Subordinated
Indenture (the "Junior Subordinated Indenture"), to be entered into between the
Company and Wilmington Trust Company, as trustee (the "Debenture Trustee"), (iv)
shares of preferred stock of the Company, par value $.01 per Share (the
"Preferred Stock"), (v) shares of Common Stock of the Company, par value $.01
per share (the "Common Stock"), (vi) depositary shares representing fractional
interests in Debt Securities or Preferred Stock (the "Depositary Shares"), (vii)
warrants representing rights to purchase Debt Securities, Preferred Stock or
Common Stock (the "Warrants") pursuant to one or more warrant agreements
("Warrant Agreements"), (viii) purchase contracts representing rights to
purchase Debt Securities, Preferred Stock, Common Stock, Depositary Shares,
Warrants, Preferred Securities (as defined below) or other property (the
"Purchase Contracts"), (ix) purchase units, representing ownership of Purchase
Contracts and Debt Securities (or undivided beneficial interests therein),
Depositary Shares, Preferred Securities (as defined below) or debt obligations
of third parties, including U.S. Treasury Securities (the "Purchase Units"), and
(x) preferred securities (the "Preferred Securities") of Principal Capital I,
Principal Capital II and Principal Capital III, each a statutory trust formed
under the laws of the State of Delaware (each, a "Trust" and collectively, the
"Trusts"), guaranteed to the extent the Trust has funds as set forth in the
Registration Statement by the Company (as such may be issued from time to time,
a "Guarantee" and, together with the Debt Securities, the Junior Subordinated
Debt Securities, the Preferred Stock, the Depositary Shares, the Common Stock,
the Warrants, the Purchase Contracts, the Purchase Units and
the Preferred Securities, the "Securities"), as well as up to an additional
$600,000,000 aggregate amount of such Securities that may be registered in
accordance with Rule 462(b) under the Act.
In so acting, we have examined such corporate records, certificates and
other documents and such questions of law as we have considered necessary for
the purposes of this opinion.
Upon the basis of such examination, we are of the following opinion:
1. When (i) the terms, and the execution and delivery, of the Senior
Indenture have been duly authorized and approved by all necessary
action of the Board of Directors of the Company or a duly authorized
committee thereof (the "Board of Directors"), (ii) the Senior Indenture
has been duly executed and delivered by the Company and the Senior
Trustee, (iii) (a) the terms of the Senior Debt Securities and their
issuance and sale have been duly authorized and approved by all
necessary action of the Board of Directors and (b) the terms of the
Senior Debt Securities have been duly established in accordance with
the Senior Indenture and so as not to violate any applicable law, rule
or regulation or result in a default under or breach of any agreement
or instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company and (iv) the Senior Debt
Securities have been duly executed, authenticated, issued and delivered
as contemplated by the Registration Statement and any prospectus
supplement relating thereto and in accordance with the Senior Indenture
and any underwriting agreement, Warrants or Warrant Agreements relating
to such issuance, against payment of the consideration fixed therefor
by the Board of Directors, the Senior Debt Securities will be validly
issued and will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms.
2. When (i) the terms, and the execution and delivery, of the Subordinated
Indenture have been duly authorized and approved by all necessary
action of the Board of Directors, (ii) the Subordinated Indenture has
been duly executed and delivered by the Company and the Subordinated
Trustee, (iii) (a) the terms of the Subordinated Debt Securities and
their issuance and sale have been duly authorized and approved by all
necessary action of the Board of Directors and (b) the terms of the
Subordinated Debt Securities have been established in accordance with
the Subordinated Indenture and so as not to violate any applicable law,
rule or regulation or result in a default under or breach of any
agreement or instrument binding upon the Company and so as to comply
with any requirement or restriction imposed by any court or
governmental body having jurisdiction over the Company and (iv) the
Subordinated Debt Securities have been duly executed, authenticated,
issued and delivered as contemplated by the Registration Statement and
any prospectus supplement relating thereto and in accordance with the
Subordinated Indenture and any underwriting agreement, Warrants or
Warrant Agreements relating to such issuance, against payment of the
consideration fixed
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therefor by the Board of Directors, the Subordinated Debt Securities
will be validly issued and will constitute valid and legally binding
obligations of the Company enforceable against the Company in
accordance with their terms.
3. When (i) the terms, and the execution and delivery, of the Junior
Subordinated Indenture have been duly authorized and approved by all
necessary action of the Board of Directors, (ii) the Junior
Subordinated Indenture has been duly executed and delivered by the
Company and the Debenture Trustee, (iii) (a) the terms of the Junior
Subordinated Debt Securities and their issuance and sale have been duly
authorized and approved by all necessary action of the Board of
Directors and (b) the terms of the Junior Subordinated Debt Securities
have been established in accordance with the Junior Subordinated
Indenture and so as not to violate any applicable law, rule or
regulation or result in a default under or breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company and (iv) the Junior Subordinated
Debt Securities have been duly executed, authenticated, issued and
delivered as contemplated by the Registration Statement and any
prospectus supplement relating thereto and in accordance with the
Junior Subordinated Indenture and any underwriting agreement relating
to such issuance, against payment of the consideration fixed therefor
by the Board of Directors, the Junior Subordinated Debt Securities will
be validly issued and will constitute valid and binding obligations of
the Company enforceable against the Company in accordance with their
terms.
4. When (i) the terms of the Preferred Stock and of its issuance and sale
have been duly established in conformity with the Company's Amended and
Restated Certificate of Incorporation, as amended, and authorized and
approved by all necessary action of the Board of Directors, so as not
to violate any applicable law, rule or regulation or result in a
default under or breach of any agreement or instrument binding upon the
Company and so as to comply with any requirement or restriction imposed
by any court or governmental body having jurisdiction over the Company,
(ii) a Certificate of Designation fixing and determining the terms of
the Preferred Stock has been duly filed with the Secretary of State of
the State of Delaware and (iii) certificates for the shares of the
Preferred Stock have been duly executed, authenticated, issued and
delivered as contemplated by the Registration Statement and any
prospectus supplement relating thereto and in accordance with any
underwriting agreement, Warrants or Warrant Agreements or Purchase
Contracts relating to such issuance, against payment of the
consideration fixed therefor by the Board of Directors, the Preferred
Stock will be duly authorized, validly issued, fully paid and
nonassessable.
5. When (i) the terms, and the execution and delivery, of the Deposit
agreement or Agreements relating to the Depositary Shares and the terms
of the Depositary Shares and of their issuance and sale have been duly
authorized and approved by all necessary action of the Board of
Directors, (ii) the Depositary Agreement or Agreements relating to the
Depositary Shares and the depositary receipts evidencing the Depositary
Shares (the "Depositary Receipts") have been duly
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authorized, executed and delivered by the Company and such depositary
as shall have been duly appointed by the Company (the "Depositary"),
(iii) the terms of the Depositary Shares and the Depositary Receipts
have been established in accordance with the applicable Deposit
Agreement so as not to violate any applicable law, rule or regulation
or result in a default under or breach of any agreement or instrument
binding upon the Company, and so as to comply with any applicable
requirement or restriction imposed by any court or governmental
authority having jurisdiction over the Company, (iv) (a) (1) the
Indentures have been duly authorized, executed and delivered by the
Company and the Senior Trustee or the Subordinated Trustee, as the case
may be, as contemplated in paragraph 1 or 2 above, as the case may be,
and (2) the Debt Securities relating to the Depositary Shares have been
duly authorized, executed, authenticated, issued and delivered as
contemplated in paragraph 1 or 2 above, as the case may be, or (b) the
shares of Preferred Stock relating to the Depositary Shares have been
duly authorized and validly issued and are fully paid and
non-assessable as contemplated in paragraph 4 above and, in the case of
either (a) or (b), have been deposited with the Depositary under the
applicable Deposit Agreement, and (v) the Depositary Receipts have been
duly executed, countersigned, registered and delivered, as contemplated
by the Registration Statement and any prospectus supplement related
thereto, and in accordance with the terms of the Deposit Agreement and
any underwriting agreement relating to such issuance, against payment
of the consideration fixed therefor by the Board of Directors, the
Depositary Receipts will be validly issued and will entitle the holders
thereof to the rights specified therein and in the Deposit Agreement.
6. When (i) the terms of the issuance and sale of the Common Stock have
been duly authorized and approved by all necessary action of the Board
of Directors so as not to violate any applicable law, rule or
regulation or result in a default under or a breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company and (ii) certificates for the
shares of Common Stock have been duly executed, authenticated, issued
and delivered as contemplated by the Registration Statement and any
prospectus supplement relating thereto, and in accordance with any
underwriting agreement, Warrants or Warrant Agreements or Purchase
Contracts relating to such issuance, against payment of the
consideration fixed therefor by the Board of Directors, the Common
Stock will be duly authorized, validly issued, fully paid and
nonassessable.
7. When (i) the terms, and the execution and delivery, of the Warrants and
any Warrant Agreement or Agreements relating to the Warrants and the
terms of the issuance and sale of the Warrants and related matters have
been duly authorized and approved by all necessary action of the Board
of Directors, (ii) the Warrant Agreement or Agreements relating to the
Warrants have been duly executed and delivered by the Company and such
warrant agent as shall have been duly appointed by the Company, (iii)
the terms of the Warrants have been established in accordance with the
applicable Warrant Agreement and so as not to violate any
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applicable law, rule or regulation or result in a default under or a
breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court
or governmental body having jurisdiction over the Company and (iv) the
Warrants or certificates representing the Warrants have been duly
executed, authenticated, issued and delivered as contemplated by the
Registration Statement and any prospectus supplement relating thereto,
and in accordance with the terms of any Warrant Agreement and
underwriting agreement relating to such issuance, against payment of
the consideration fixed therefor by the Board of Directors, the
Warrants will constitute valid and legally binding obligations of the
Company enforceable against the Company in accordance with their terms.
8. When (i) the terms, and the execution and delivery, of the Purchase
Contracts and the terms of the issuance and sale thereof and related
matters have been duly authorized and approved by all necessary action
of the Board of Directors, (ii) the terms of the Purchase Contracts
have been established so as not to violate any applicable law, rule or
regulation or result in a default under or a breach of any agreement or
instrument binding upon the Company and so as to comply with any
requirement or restriction imposed by any court or governmental body
having jurisdiction over the Company and (iii) the Purchase Contracts
have been duly executed and delivered by the Company and such contract
agent as shall have been duly appointed by the Company and any
certificates representing Purchase Contracts have been duly executed,
authenticated, if required, issued and delivered, in each case, as
contemplated by the Registration Statement and any prospectus
supplement relating thereto, and in accordance with any Purchase
Contract and underwriting agreement related to such issuance, against
payment of the consideration fixed therefor by the Board of Directors,
the Purchase Contracts will constitute valid and legally binding
obligations of the Company enforceable against the Company in
accordance with their terms.
9. When (i) the terms of the Purchase Units and the terms of the issuance
and sale thereof and related matters have been duly authorized and
approved by all necessary action of the Board of Directors, (ii) the
terms of the Purchase Units have been established so as not to violate
any applicable law, rule or regulation or result in a default under or
a breach of any agreement or instrument binding upon the Company and so
as to comply with any requirement or restriction imposed by any court
or governmental body having jurisdiction over the Company, (iii) the
Purchase Contracts that form a part of the Purchase Units have been
duly authorized, executed, authenticated (if required), issued and
delivered as contemplated in paragraph 8 above, (iv) (a) (1) the
Indenture relating to the Debt Securities (or undivided beneficial
interests therein) that form a part of the Purchase Units or that are
deposited under the Deposit Agreement referred to below has been duly
authorized, executed and delivered by the Company and the Senior
Trustee or the Subordinated Trustee, as the case may be, as
contemplated in paragraph 1 or 2 above, as the case may be, and (2) the
Debt Securities (or undivided beneficial interests therein) that form a
part of the Purchase Units or that have been deposited under the
Deposit Agreement referred to below have
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been duly authorized, executed, authenticated, issued and delivered as
contemplated in paragraph 1 or 2 above, as the case may be, (b) the
Preferred Stock that form a part of the Purchase Units have been duly
authorized, executed, authenticated, issued and delivered as
contemplated in paragraph 4 above, (c) (1) the Depositary Agreement or
Agreements relating to the Depositary Shares that form a part of the
Purchase Units, the related Depositary Shares and the Depositary
Receipts evidencing such Depositary Shares have been duly authorized,
executed, authenticated, if required, and delivered as contemplated by
paragraph 5 above and (3) either (A) the Indentures have been duly
authorized, executed and delivered by the Senior Trustee or the
Subordinated Trustee, as the case may be, as contemplated in paragraph
1 or 2 above, as the case may be, and the Debt Securities relating to
the Depositary Shares that form a part of the Purchase Units have been
duly authorized, executed, authenticated, issued and delivered as
contemplated in paragraph 1 or 2 above, as the case may be, (d) the
debt obligations, including U.S. Treasury Securities, of third parties
that form a part of the Purchase Units have been duly authorized,
issued and delivered in accordance with their terms or (e) the
preferred securities of the Trusts that form part of the Purchase Units
have been duly authorized, issued and delivered in accordance with
their terms, and (v) the certificates representing the Purchase Units
have been duly executed, authenticated, if required, issued and
delivered as contemplated by the Registration Statement and any
prospectus supplement relating thereto, and in accordance with any
Purchase Contract and underwriting agreement relating to such issuance,
against payment of the consideration fixed therefor by the Board of
Directors, the Purchase Units will be duly authorized and validly
issued.
10. When (i) a Guarantee has been duly authorized and approved by the Board
of Directors and (ii) such Guarantee has been validly executed and
delivered by the Company, such Guarantee will constitute a valid and
legally binding obligation of the Company enforceable against the
Company in accordance with its terms.
11. If the Debt Securities are exchangeable or convertible into Common
Stock, when (i) the terms of the issuance of the Common Stock have been
duly authorized and approved by all necessary action of the Board of
Directors, and (ii) the shares of Common Stock have been issued in
exchange for or upon conversion of such Debt Securities as contemplated
by the Registration Statement and any prospectus supplement relating
thereto, in accordance with the terms of the Debt Securities and the
applicable Senior Indenture or Subordinated Indenture, as the case may
be, so as not to violate any applicable law, rule or regulation or
result in a default under or a violation of any agreement or instrument
binding upon the Company, and so as to comply with any applicable
requirement or restriction imposed by any court or governmental
authority having jurisdiction over the Company, the shares of Common
Stock so issued will be duly authorized, validly issued, fully paid and
non-assessable.
The opinions set forth above are subject to the following additional
qualifications:
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(a) Our opinions in paragraphs 1, 2, 3, 7, 8 and 10 above are subject
to the effects of (i) bankruptcy, insolvency, fraudulent conveyance, fraudulent
transfer, reorganization, moratorium or other similar laws relating to or
affecting enforcement of creditors' rights or remedies generally, (ii) general
principles of equity, whether such principles are considered in a proceeding of
law or in equity, and (iii) an implied covenant of good faith, reasonableness
and fair dealing, and standards of materiality.
(b) With respect to the opinions set forth in paragraphs 1 through 11,
we express no opinion as to (1) any waiver of inconvenient forum set forth in
any agreement or (2) any provision relating to judgments in currencies other
than United States dollars. We express no opinion concerning whether a United
States Federal court would accept jurisdiction in any dispute, action, suit or
proceeding arising out of or relating to any agreement or the transactions
contemplated thereby.
(c) The opinions expressed in paragraphs 1 through 11 above are limited
to the laws of the State of New York and the General Corporation Law of the
State of Delaware, including the applicable provisions of the Delaware
Constitution and the reported cases interpreting those laws.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Opinions" in the Prospectus forming a part thereof and to the incorporation by
reference of this opinion and consent as exhibits to any registration statement
filed in accordance with Rule 462(b) under the Act relating to the Securities.
In giving such consent, we do not thereby admit that we are in the category of
persons whose consent is required under Section 7 of the Act.
Very truly yours,
/s/ Debevoise & Plimpton
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