SecProbe.io

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

       DIVISION OF
CORPORATION FINANCE

                     November 18, 2010

National Corporate Research Ltd. As Agent for SemiLEDs Corporation 615 South DuPont Highway Dover, DE 19901
Re: SemiLEDs Corporation
Amendment No. 5 to Registrati on Statement on Form S-1
Filed November 12, 2010 Amendment No. 7 to Registrati on Statement on Form S-1
Filed November 16, 2010
  File No. 333-161052

Ladies and Gentlemen:

We have reviewed your registration statem ent and have the following comments.  In
some of our comments, we may ask you to provi de us with information so we may better
understand your disclosure.
 Please respond to this letter by amending your registration statement and providing the
requested information.  If you do not believe  our comments apply to your facts and
circumstances or do not believe an amendment is appropriate, please tell us why in your
response.
 After reviewing any amendment to your re gistration statement and the information you
provide in response to these comments , we may have additional comments.

Amendment 5 to Form S-1 Filed November 12, 2010

We may be exposed…, page 20

1. We note your response to prior comment 3 and reissue as it does not appear that your
revisions fully reflect the substance of your re sponse to comment 2 of the staff’s letter
dated October 21, 2010. Specifically, we refer to the second sentence of your response to
comment 2 of the staff’s letter dated October 21, 2010.

We derive a substantial portion…, page 20
 2. It is unclear from your response to prior comment 4 whether you did not enter into
agreements with your new significant customer s or you deem the agreements not material

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 18, 2010 Page 2
and therefore not required to filed under Item 601(b)(10) of Regulation S-K.  Please
clarify your response.
 We have operations and sales…, page 28

 3. We may have additional comments after you file the tax opini on mentioned in your
response to prior comment 5.
 Intellectual Property Cr oss-Licensing…, page 124

 4. We note your revisions in response to pr ior comment 18.  Please disclose why you
conclude that the circumstances are limited.  To this end, you may wish to disclose the
three exceptions to your termination right  that you included in amendment no. 4.
Alternatively, please disclose, if true, that there is in fact no viable right of termination.
 Amendment 7 to Form S-1 Filed November 16, 2010

 Report of Independent Registered Public Accounting Firm, page F-2

5. Upon consummation of the reverse stock split and prior to the planned effectiveness of this
registration statement, please have your audito rs revise its report to remove the explanatory
paragraph at the top of the page and to reflect the appropriate report date.  In this regard,
please have your auditors include an updated consent with the pre-effective amendment.

Exhibit 5.1
 6. Please confirm that the legal opinion will be dated on the date of effectiveness.
 7. Please reconcile the par value se t forth in the first paragraph of the opinion with that set
forth in the prospectus.
8. The current language of the second paragra ph of the opinion is overbroad.  Please ask
your counsel to revise the second paragraph to identify the assump tions stated in the
documents you have relied upon.  In addition, plea se ask your counsel to  revise to clarify,
if true, that the factual statements relied  upon by it were made by representatives of the
company.
 9. Please ask your counsel to revise  the third paragraph of the opi nion to clarify, if true, that
the shares are duly authorized.
 10. We note the blanks in your counsel’s legal op inion.  Please note that we may have further
comments after you file a complete legal opinion.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation
November 18, 2010 Page 3  Exhibit 8.1

 11. We note the deletion of exhib it 8.1.  Please tell us the reason for the deletion given your
response to prior comment 5 in your letter dated November 12, 2010.

We urge all persons who are responsible for th e accuracy and adequacy of the disclosure
in the filing to be certain that the filing incl udes the information the Securities Act of 1933 and
all applicable Securities Act rules require.  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.
 Notwithstanding our comments, in the event you request acceleration of  the effective date
of the pending registration statement please pr ovide a written statement from the company
acknowledging that:

• should the Commission or the staff, acting purs uant to delegated authority, declare the
filing effective, it does not foreclose the Co mmission from taking any action with respect
to the filing;

• the action of the Commission or the staff, acting pursuant to delegated authority, in
declaring the filing effective, does not relieve the company from its full responsibility for
the adequacy and accuracy of the disclosure in the filing; and

• the company may not assert staff comments a nd the declaration of effectiveness as a
defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

Please refer to Rules 460 and 461 regarding re quests for acceleration.  We will consider a
written request for acceleration of  the effective date of the regi stration statement as confirmation
of the fact that those reques ting acceleration are aware of thei r respective responsibilities under
the Securities Act of 1933 and the Securities Excha nge Act of 1934 as they relate to the proposed
public offering of the securities specified in the above registration stat ement.  Please allow
adequate time for us to review any amendment prior to the requested effective date of the registration statement.

National Corporate Research Ltd.
As Agent for SemiLEDs Corporation November 18, 2010 Page 4
You may contact Tara Harkins at (202) 551-3639 or Kevin Vaughn, Accounting Branch
Chief, at (202) 551-3643 if you have questions regarding comments on the financial statements
and related matters.  Please cont act Gabriel Eckstein at (202) 551-3286 or Daniel Morris, Special
Counsel at (202) 551-3314 if you have any other questions.

 Sincerely,

         M a r t i n  J a m e s          A c t i n g  A s s i s t a n t  D i r e c t o r    cc (via fax): Mark J. Lee   Orrick, Herrington & Sutcliffe LLP