EXHIBIT 5.2

                         SIDLEY AUSTIN BROWN & WOOD LLP

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                                 March 3, 2004

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 and
Amendment No.2 filed with the Commission on March 3, 2004 (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 CoreNotes(R) 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 (the "Indenture Trustee"), substantially in the form filed 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's funding agreements (each in the form filed as an exhibit to the
Registration Statement, a "Funding Agreement") to be

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SIDLEY AUSTIN BROWN & WOOD LLP                                          NEW YORK

March 3, 2004
Page 2

sold to the Trusts in connection with the sale of Notes; and (iii) the
registration of the guarantees (each a "Guarantee") 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 the Trust Agreement and the Indenture
to be executed through the execution of the Omnibus Instrument (such agreements
included in the Omnibus Instrument, including the Standard Terms incorporated
therein, the "Agreements"), (iv) the form of the Funding Agreement filed as an
exhibit to the Registration Statement, (v) the form of the Guarantee filed as an
exhibit to the Registration Statement, and (vi) the Expense and Indemnity
Agreements entered into between Principal Life and each of the Indenture
Trustee, the custodian of the funding agreements and guarantees, the trust
beneficial owner and U.S. Bank Trust National Association, as trustee (the
"Trustee") which are all filed as exhibits to the Registration Statement.

         We have also reviewed the corporate action of PFG and the trust action
of the Trusts in connection with the issuance of the Guarantees and the Notes,
respectively, and have examined, and have relied as to matters of fact upon,
originals or copies certified or otherwise identified to our satisfaction, of
such records, agreements, documents, and other instruments and such certificates
or comparable documents of public officials and of officers and representatives
of PFG and the Trusts, as applicable, and have made such other further
investigations as we have deemed relevant and necessary as a basis for the
opinions hereinafter set forth. In such examination, 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 relied as to factual matters upon, and have assumed the accuracy of,
representations, statements and certificates of or from public officials and of
or from officers and representations of all persons whom we have deemed
appropriate. We have assumed that the Indenture Trustee has the power and
authority to authenticate the relevant Notes.

         Based upon the foregoing, and subject to the qualifications and
limitations stated herein, we are of the opinion:

         1.       Upon the execution, issuance, authentication and delivery of
the relevant Notes as contemplated by the Registration Statement, such Notes
will be the valid and binding obligations of such Trust, enforceable against
such Trust in accordance with their terms.



SIDLEY AUSTIN BROWN & WOOD LLP                                          NEW YORK

March 3, 2004
Page 3

         2.       Upon the execution and delivery of the relevant Guarantee as
contemplated by the Registration Statement, such Guarantee issued by PFG will be
a valid and binding obligation of PFG, enforceable against PFG in accordance
with its terms.

         The above opinions with regard to the enforceability of the Notes and
the Guarantee: (i) are qualified by the effects of bankruptcy, insolvency,
reorganization, moratorium or similar laws relating to or affecting creditors'
rights generally and general principles of equity (regardless of whether such
principles are considered in a proceeding in equity or at law), and (ii) are
subject to the further qualification that, to the extent that the relevant Notes
or relevant Guarantee are denominated in a currency other than United States
dollars, a claim thereunder (or foreign currency judgment in respect to such
claim) would be converted into United States dollars at a rate of exchange
prevailing on a date determined pursuant to applicable law.

         We express no opinion as to the laws of any jurisdiction other than the
General Corporation Law of the State of Delaware and the laws of the State of
New York, as currently in effect. 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 opinion and
statements set forth above, including any changes in applicable law which may
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. 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