EXHIBIT 8

                   (SIDLEY AUSTIN BROWN & WOOD LLP LETTERHEAD)



                               December 19, 2003



Principal Life Insurance Company
711 High Street
Des Moines, Iowa 50392

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

         Re:   $4,000,000,000 Secured Notes Registration Statement on Form S-3

Ladies and Gentlemen:


          We have acted as special counsel to Principal Life Insurance Company,
an Iowa life insurance company ("Principal Life") and Principal Financial Group,
Inc., a Delaware corporation ("PFG"), in connection with the preparation and
filing with the Securities and Exchange Commission (the "Commission") under the
Securities Act of 1933, as amended (the "Act"), by Principal Life and PFG, of a
Registration Statement on Form S-3 (File Nos. 333-110499 and 333-110499-01), as
amended by Amendment No. 1 filed with the Commission on December 19, 2003 (the
"Registration Statement"), including a prospectus (the "Prospectus") relating to
secured notes (the "Notes") to be issued by newly formed common law trusts
formed under the laws of the State of New York (each, a "Trust" and together the
"Trusts"), a prospectus supplement relating to secured medium-term notes to be
issued by the Trusts (the "Institutional Prospectus Supplement") and a
prospectus supplement relating to Principal(R) Life CoreNotessm to be issued by
the Trusts (the "Retail Prospectus Supplement"). The Registration Statement
provides for: (i) the registration of up to $4,000,000,000, or the equivalent
amount in one or more foreign currencies, aggregate principal amount of Notes to
be issued by the Trusts, with each Trust to issue Notes, pursuant to an
indenture (each an "Indenture") to be entered into between such Trust and
Citibank, N.A., as indenture trustee, each substantially in the form attached as
an exhibit to the Registration Statement, (ii) the registration of up to
$4,000,000,000, or the equivalent amount in one or more foreign currencies, of
Principal Life funding agreements (each substantially in the form attached as an
exhibit to the Registration Statement, a "Funding Agreement") to be sold to the
Trusts in connection with the



December 19, 2003

Page 2


sale of Notes; and (iii) the registration of the guarantees to be issued by PFG
to each Trust which fully and unconditionally guarantee the payment obligations
of Principal Life under the Funding Agreements.

         In furnishing this opinion, we have reviewed and participated in the
preparation of: (i) the Registration Statement, the Prospectus, the
Institutional Prospectus Supplement and the Retail Prospectus Supplement, (ii)
the Standard Trust Terms and the Standard Indenture Terms, each filed as an
exhibit to the Registration Statement (together, the "Standard Terms"), (iii)
the form Omnibus Instrument filed as an exhibit to the Registration Statement
(the "Omnibus Instrument") that includes a trust agreement (the "Trust
Agreement") and the Indenture to be executed through the execution of the
Omnibus Instrument, (iv) the form of the Funding Agreement filed as an exhibit
to the Registration Statement, and (v) such other records, documents,
certificates or other instruments as in our judgment were necessary or
appropriate to enable us to render the opinion expressed below. We have assumed
the authenticity of all documents submitted to us as originals, the genuineness
of all signatures, the legal capacity of all natural persons and the conformity
with the original documents of any copies submitted to us for our examination.
We have also assumed that the transactions described in the Registration
Statement are performed in the manner described therein.


         Based on the foregoing, and subject to the limitations, qualifications
and assumptions set forth herein, the discussion in the Institutional Prospectus
Supplement and the Retail 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 our opinion.


         In rendering the opinion set forth above, we 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. We assume no obligation to update or
supplement this letter to reflect any circumstances which may hereafter come to
our attention with respect to the statements set forth above, including any
changes in applicable law which may become effective after the date hereof or
may otherwise hereafter occur.


         We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the use of our name under the heading "Legal
Matters" 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 Notes.



December 19, 2003

Page 3


In giving such consent, we do not thereby concede that we are within the
category of persons whose consent is required under Section 7 of the Act or the
rules and regulations of the Commission thereunder.

                                              Very truly yours,


                                              /s/ SIDLEY AUSTIN BROWN & WOOD LLP