June 27, 2000
Board of Directors
Principal Life Insurance Company
711 High Street
Des Moines, IA 50392
Re Separate Account B
Dear Board of Directors
The establishment of Separate Account B by the Board of Directors of Principal
Life Insurance Company as a separate account for assets applicable to variable
annuity contracts, pursuant to the then existing provisions of the Code of Iowa
applicable to the establishment of separate accounts by Iowa domiciled life
insurance companies, was supervised by the office of General Counsel of the
Company. I have supervised the preparation of the Registration Statement on Form
N-4 to be filed by Principal Life Insurance Company with the Securities and
Exchange Commission under the Securities Act of 1933 with respect to the
Principal Flexible Variable Annuity Contract with Purchase Payment Credit Rider.
It is my opinion that:
1. Separate Account B is a separate account of the Company duly created
and validly existing pursuant to Iowa law, currently consisting of
thirty-three distinct Divisions.
2. The Principal Flexible Variable Annuity Contract with Purchase Payment
Credit Rider, when issued in accordance with the Prospectuses contained
or referred to in the Registration Statement and upon compliance with
applicable local law, will be legal and binding obligations of the
Company enforceable in accordance with their terms.
3. All income and expenses and all gains and losses, whether or not
realized, of Separate Account B, shall be credited to or charged
against those assets, without regard to income and expenses or gains
and losses of the Company.
4. The assets of Separate Account B, equal to the reserves and other
liabilities arising under the contracts, shall not be charged with any
liabilities arising from any other business conducted by the Company.
In arriving at the foregoing opinion, I have made such examination of law and
examined such records and other documents as in my judgement are necessary or
appropriate.
I consent to the filing of this opinion as an exhibit to the Registration
Statement and to the use of my name under the caption "Legal Opinions" in the
prospectus contained in the Registration Statement.
Very truly yours
/s/ Traci L. Weldon
Traci L. Weldon
Counsel
TLW/ap
