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Principal Private Credit Fund 711 High Street, Des Moines, IA 50392 515 247 5111 tel | |
July 27, 2026
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| Re: Principal Private Credit Fund (the "Registrant") |
| Registration Statement on Form N-2 (the "Registration Statement") |
| Pursuant to the Securities Act of 1933, as amended |
| Registration No. 333-278716 |
| Post-Effective Amendment No. 2 (the "Amendment") |
I am familiar with the Registrant, which is organized under the laws of the State of Delaware and have reviewed the above-referenced Amendment filed with the Securities and Exchange Commission relating to the offer and sale of an indefinite number of shares of the Registrant’s Common Stock (the "Shares"). Based upon such review as I have deemed necessary, I am of the opinion that the Shares proposed to be sold pursuant to the Amendment to the Registration Statement, when the Amendment becomes effective, will have been validly authorized and, when sold in accordance with the terms of the Amendment and the requirements of federal and state law, will have been legally issued, fully paid, and non-assessable.
I consent to the filing of this opinion as an exhibit to the Registration Statement.
Sincerely,
/s/ Adam U. Shaikh
Adam U. Shaikh
Vice President, Assistant General Counsel, and Assistant Secretary, Registrant