SecProbe.io

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

DIVISION OF
CORPORATION FINANCE
Mail Stop 3030

        May 28, 2010  John McFarland, Esq. Senior Vice President, Gene ral Counsel and Secretary
c/o MagnaChip Semiconductor, Inc. 20400 Stevens Creek Boulevard, Suite 370 Cupertino, CA  95014
Re: MagnaChip Semiconductor LLC
Amendment No. 3 to Registrati on Statement on Form S-1
Filed May 21, 2010
  File No. 333-165467

Dear Mr. McFarland:

We have reviewed your filing and have the following comments.  Where
indicated, we think you should re vise your document in response to these comments.  If
you disagree, we will consider your explanation as to why our comment is inapplicable or
a revision is unnecessary.  Please be as deta iled as necessary in your explanation.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.  After reviewing th is information, we may raise additional
comments.
We welcome any questions you may have  about our comments or any other
aspect of our review.  Feel fr ee to call us at the telephone numbe rs listed at the end of this
letter.  Corporate Information, page 5

 1.      Please expand your revisions added in response to prior comment 2 to disclose that Avenue has the right to appoint a majority of your board of directors.
 Risk Factors, page 16

 2. We will continue to evaluate your response to prior comment 3 after you
complete the blanks in your documen t, including the table on page 142.

John McFarland, Esq.
c/o MagnaChip Semiconductor, Inc.
May 28, 2010 Page 2  Liquidity and Capital Resources, page 90

 3.       Please expand your revisions added in res ponse to prior comment 11 to clarify
what “market conditions” and what about  your “capital structure” led you to
conduct the notes offering.  It is unclear how the reas ons you cite relate to your
decision to offer and sell the notes, given the “principal purpose” of the offering,
the terms of the notes as compared to your  term loan and the impact it had on the
amount of your debt outstanding.  Also, please clarify the rationale for the distribution to your unitholde rs given your indebtedness prior to the note offering
and your recent bankruptcy proceeding.
 Customers, page 113

 4. Please expand your revisions added in response to prior comment 13 to disclose the percentage of sales by your Display Solutions segment attributable to LG
Display.  See Item 101(c)(1)( vii) of Regulation S-K.
 Exhibit 1.1

 5. Please file an updated version of this e xhibit that reflects changes you make to
your registration statement.  We note, for example, the blank spaces in
Schedule II.  When you file that updated version, please also include all missing
or blank attachments, including Schedule IV(b), Annex I(a)-(d), Annex II and
Annex III.
 Exhibits 5.1 and 8.1

 6. The opinion you file pursuant to Item 601(b)(5) of Regulation S-K should not
assume any material facts underlying the opinion.  We note, for example, that
counsel appears to assume in each of the first three paragraphs that the conversion
of MagnaChip Semiconductor LLC into MagnaChip Semiconductor Corporation will occur.  Please file a revised opin ion prior to requesting acceleration of
effectiveness of the registration statement that does not assume that the corporate
conversion has taken place.
 7. With reference to the assumptions that appear in the last two sentence of the
second paragraph on page 1, it is inappropriate  to shift the burden of these factual
matters to investors when those matters  could be readily obtained through an
officers' certificate.  Please revise.
 8. With respect to the opinion expressed in  clause (iii) of th e last paragraph on
page 1, please file an opinion which also  opines that the Deposit Agreement is a
legal, binding obligation of the registrant .  Since the Depositary Shares are being
issued pursuant to the Deposit Agreement, and the Depositary is also a necessary

John McFarland, Esq.
c/o MagnaChip Semiconductor, Inc.
May 28, 2010 Page 3
co-party to that agreement, please also file an opinion of the appropriate counsel
that opines that the Deposit Agreemen t is a legal, binding obligation of the
Depositary, or provide us with an expl anation as to why such opinion is not
appropriate.
 9. Refer to the first paragraph on page 2.  The opinion you file pursuant to
Item 601(b)(8) of Regulation S-K must include counsel’s opinion regarding
material tax consequences.  Your curr ent opinion appears to only opine that
disclosure is an “accurate summary,” not th at the disclosure is counsel’s opinion.
Please file a revised opinion.  Ensure th at such opinion addresses each discussion
of the tax matters being opined upon.  We note, for example, that this exhibit does not include the tax discussion menti oned in the risk factor on page 33.
 10. In view of the statement that the opinion is rendered “as of the date hereof” and
disclaimer regarding subsequent changes to law or fact, please file a revised
opinion on the date you expect th is registration statement to be declared effective.
Alternatively, file a revised opinion without the disclaimer.

*  *  *  *  *  *  *

As appropriate, please amend your regist ration statement in response to these
comments.  You may wish to provide us with marked copies of the amendment to expedite our review.  Please furnish a cove r letter with your amendment that keys your
responses to our comments and provides any requested information.  Detailed cover
letters greatly facilitate our review.  Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the
disclosure in the filing to be certain that the filing includes all in formation required under
the Securities Act of 1933 and that they have  provided all information investors require
for an informed investment decision.  Since the company and its management are in possession of all facts relating to a company’ s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.     In addition, please be advi sed that the Division of En forcement has access to all
information you provide to the staff of the Di vision of Corporation Finance in connection
with our review of your filing or in response to our comments on your filing.

John McFarland, Esq.
c/o MagnaChip Semiconductor, Inc. May 28, 2010 Page 4
You may contact Julie Sherman at ( 202) 551-3640 or Jay Webb, at (202) 551-
3603 if you have questions regarding comments on the financial statements and related
matters.  Please contact Geoffrey Kruczek at (202) 551-3641 or me at (202) 551-3635 with any other questions.

     S i n c e r e l y ,
        T i m  B u c h m i l l e r          S e n i o r  A t t o r n e y   cc (via fax): Micheal J. Reagan, Esq.—DLA Piper LLP   Khoa D. Do, Esq.—DLA Piper LLP   Peter M. Astiz, Esq.—DLA Piper LLP