EX-5.1 2 tm2117171d1_ex5-1.htm EXHIBIT 5.1

 

Exhibit 5.1

  

May 21, 2021

 

Principal Financial Group, Inc.

711 High Street

Des Moines, Iowa 50392

 

Ladies and Gentlemen:

 

I serve as General Counsel to Principal Financial Group, Inc., a Delaware corporation (the “Company”), and deliver this opinion in connection with the filing by the Company of a Registration Statement on Form S-8 (the “Registration Statement”) relating to 24,500,000 shares of the Company's common stock, par value $0.01 per share (the “Common Stock”), authorized for issuance pursuant to the Principal Financial Group, Inc. 2021 Stock Incentive Plan (the “Plan”).

 

I, or other attorneys working under my direction, have examined the originals, or copies certified or otherwise identified to my or said attorneys’ satisfaction, of the Plan and such other corporate records, documents, certificates or other instruments as in my or said attorneys’ judgment are necessary or appropriate to enable me to render the opinion set forth below.

 

Based on the foregoing, I am of the opinion that the shares of Common Stock that may be issued under the Plan have been duly and validly authorized for issuance and, when issued in accordance with the terms of the Plan, will be validly issued, fully paid and non-assessable.

 

My opinion expressed above is limited to the Delaware General Corporation Law.

 

I consent to the filing of this opinion as an exhibit to the Company's Registration Statement. In giving such consent, I do not admit that I am within the category of persons whose consent is required under Section 7 of the Securities Act of 1933 or the rules and regulations of the Securities and Exchange Commission thereunder.

 

Sincerely,

 

/s/ Christopher J. Littlefield  
   
Christopher J. Littlefield  
Executive Vice President,  
General Counsel and  
Secretary