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  ORRICK, HERRINGTON &
  SUTCLIFFE

  奧睿律師事務所

  43RD FLOOR,
  GLOUCESTER TOWER

  THE LANDMARK

  15 QUEEN’S ROAD CENTRAL

  HONG KONG

  TEL  852-2218-9100

  FAX  852-2218-9200

  WWW.ORRICK.COM

September 14, 2010

VIA EDGAR AND HAND
DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporate Finance

100 F Street, N.E.

Washington, D.C. 20549

Mail Stop Number 3030

  Attn:

  Russel Mancuso, Branch
  Chief, Legal

  Gabriel Eckstein

  Kevin Vaughn, Branch
  Chief, Accounting

  Tara Harkins

  Re:

  SemiLEDs
  Corporation

  Registration
  Statement on Form S-1

  Registration
  No. 333-168624

Ladies and Gentlemen:

This letter is being filed
in response to your letter dated September 2, 2010 (the “Staff Letter”),
setting forth comments relating to the Registration Statement on Form S-1  (the “Form S-1” or “Registration
Statement”) of SemiLEDs Corporation (“SemiLEDs” or the “Company”)
filed on August 6, 2010 with the Securities and Exchange Commission (the “Commission”
or the “Staff”) and Amendment No. 1 to Form S-1 filed on August 9,
2010 (“Amendment No. 1”).
The Company previously filed Amendment No. 1 for the sole purpose
of fixing a formatting error and did not make any other changes to the
initially filed Registration Statement (except to reflect that it was an
amended filing).  The Company is
concurrently filing today with the Commission Amendment No. 2 to Form S-1
(“Amendment No. 2”).  For
your reference, a copy of Amendment No. 2, together with a marked copy of
Amendment No. 2 indicating changes from Amendment No. 1, are enclosed
with this letter.

PARTNERS:

PHOEBUS K.F. CHU
·
ELIZABETH A. COLE  ·
ANDREW J. DALE  ·
MARK J. LEE  ·
EDWIN K.C. LUK  ·
ROBERT S. PÉ  ·
NEAL A. STENDER  ·
MICHELLE A.M. TAYLOR

SOOK YOUNG YEU

PARTNERS, ORRICK, HERRINGTON & SUTCLIFFE LLP,
REGISTERED FOREIGN LAWYERS:

DAVID K. CHO (CALIFORNIA)  ·   DAVID R. HALPERIN  (NEW YORK)  ·
MICHAEL T. HAWORTH  (CALIFORNIA)  ·
MAURICE L.S. HOO  (CALIFORNIA)
·
ALLEN T.C. SHYU (ILLINOIS)

CHRISTOPHER
H. STEPHENS (NEW
YORK)  ·
JAMES M. TERVO  (CALIFORNIA)

The Staff’s comments are
repeated below, followed by the Company’s response and a summary of the
responsive actions taken.  We have
included for your convenience specific page numbers in Amendment No. 2
that have revisions to or insertions of language which seeks to address the
Staff’s comment.

CONFIDENTIAL TREATMENT REQUEST

Please note that the Company
has redacted certain information on page 31 of this letter. We hereby
respectfully request on behalf of the Company, pursuant to Rule 83 of the
Commission’s Rules on Information and Requests, 17 C.F.R., Section 200.83
(“Rule 83”) that portions of the Company’s response to comment 85
be kept confidential, not be made part of any public record and not be
disclosed to any person as it contains confidential information of the Company.
In accordance with Rule 83(d)(1), if any person (including any
governmental employee who is not an employee of the Commission) should request
access to or an opportunity to inspect this letter, we request that we be
immediately notified of any such request, be furnished with a copy of all
written materials pertaining to such request (including, but not limited to,
the request itself) and be given at least 10 business days advance notice of
any intended release so that the Company may, if deemed necessary or
appropriate, pursue any remedies available to it.  In such an event, we request that you
telephone Mark J. Lee, Esq. of Orrick, Herrington & Sutcliffe LLP
at +852-2218-9118 rather than rely upon the United States mail for such notice.

Amendment No.1 to
Registration Statement on Form S-1

Prospectus

1.             Please confirm that any preliminary prospectus you
circulate will include all non-Rule 430A information. This includes the
price range and related information based on a bona fide estimate of the public
offering price within that range. We may have further comments after you
include pricing information and related disclosure.

The Company confirms that any preliminary prospectus that it
circulates will include all required information, including the price range and
related information based on a bona fide
estimate of the public offering price within that range, except for information
that is permissible to be omitted pursuant to Rule 430A.

2.             We note your disclosure with respect to China SemiLEDs.
Please revise to place greater emphasis on disclosure related to the current
stage of China SemiLEDs’ development rather than focusing on your future
aspirations for China SemiLEDs.

In
response to the Staff’s comment, the Company has revised the disclosure with
respect to China SemiLEDs to emphasize that it is currently in an early
development stage and has not yet commenced operations, on pages 1, 5, 27
and 84.

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Prospectus Summary, page 1

3.             Revise the opening paragraph of your summary to disclose
your net revenues and net income (loss) for the most recently completed fiscal
year and the applicable stub period.  In
addition, please disclose that you have received a going concern opinion from
your auditors.

In response to the Staff’s
comment, the Company has added a new last paragraph of “Prospectus Summary —
Company Overview” on page 1 and “Business — Company Overview” on page 84
to disclose its revenues and net income (loss) for the fiscal year ended August 31,
2009 and the nine month period ended May 31, 2010.  The Company believes such disclosure is
appropriate to be made in the first few paragraphs of the “Prospectus Summary”,
but that including such information in the first paragraph overstates the
significance of such results.  The
Company also included in this new last paragraph disclosure as to when it was
incorporated and first began selling products.

With respect to the Staff’s
comment to add disclosure regarding the Company’s going concern modification in
the opinion from its auditors, the Company notes that such disclosure is
currently included in “Risk Factors — Risks Related to Our Business” on page 10,
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations — Liquidity and Capital Resources” on page 75 and in the
F-pages.  The Company believes that
disclosure in the “Prospectus Summary” would place undue prominence on the
going concern modification in the opinion because the opinion does not give
effect to the receipt by the Company of the net proceeds of the proposed
offering.  The Company believes and has
confirmed with its independent audit firm that once it has received the
proceeds of the offering, a going concern modification in the opinion will not
be necessary.  The Company respectfully
submits that either the Company completes the offering — at which time the
going concern issue modification is no longer necessary — or the Company does
not complete the offering and the going concern issue is irrelevant with
respect to the reader’s assessment of whether to invest in the Company’s common
stock in the offering.

4.             Regarding the industry and market statistics that you
cite in your document, please also tell us:

·                                    how
you confirmed that the data used in your registration statement reflects the
most recent available information;

The Company has cited data and market
statistics in the Registration Statement from three independent sources:  (i) Strategies Unlimited, (ii) the
Freedonia Group and (iii) the U.S. Department of Energy.  Strategies Unlimited and the Freedonia Group
are independent market research firms.
The Strategies Unlimited data comes from its March 2010
report.  The Freedonia Group data comes from its September 2009
and April 2010 reports.  The U.S.
Department of Energy data comes from a report prepared for it in March 2010.  The Company has confirmed with each
of the three sources that the data is from the most recent available
information provided by the respective source.

In addition, the Company
believes that these three sources are often cited for various LED and lighting
technology data and information.  The
Company will update the data in the

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Registration Statement if
more recent data becomes available from Strategies Unlimited, the Freedonia
Group or the U.S. Department of Energy.  Prior to requesting effectiveness
of the Registration Statement, the Company will confirm with these sources that
the Registration Statement contains the most recent available data from the
respective source.

·                                    whether
all of the data is publicly available;

The report prepared for the
U.S. Department of Energy is publicly available.  Neither the Strategies
Unlimited report nor the Freedonia Group report is publicly available.
However, the Strategies Unlimited and the Freedonia Group reports may be
obtained by any person for a charge.

·                                    whether
you paid for the compilation of any of the data;

The Company did not pay
Strategies Unlimited, the Freedonia Group or the U.S. Department of Energy to
compile any of the data.  However, the
Company paid Strategies Unlimited for access to its report and the use of the
data in the report in the Registration Statement.  The Company intends to pay the Freedonia
Group for its reports and the use of the data in the reports in the
Registration Statement.

·                                    whether
any data was prepared for your use in the registration  statement; and

The Company advises that
none of the market data was prepared for its use in the Registration Statement.

·                                    whether
the authors of the data consented to your use of such data in the registration
statement.

The Company has obtained
consents from Strategies Unlimited, the Freedonia Group and the authors of the
U.S. Department of Energy reports to include data from their respective reports
in the Registration Statement.

If you were affiliated with the preparation of any
of the data, please ensure that your disclosure clearly indicates the nature of
all such affiliations.

The
Company advises that it was not and is not currently affiliated with the
preparation of any of the data from these sources.

5.             We note that you rely heavily on industry and technical
terms. We note, as examples, the phrase “epitaxy materials on sapphire” in the
third paragraph on page 1 and your reference to a “vertical structure” in
the first bullet point on page 2. Please revise, where appropriate, to
provide a description of your business that is understandable to a person
unfamiliar with your industry.

In
response to the Staff’s comment, the Company has revised the
disclosure in the “Prospectus Summary” section of the Registration Statement
and throughout the rest of the Registration Statement in an effort to describe
the business in less technical terms.
For example, the Company has made the following revisions:

4

·                  on pages 1,
50 and 84, the previous disclosure related to “epitaxy materials on sapphire”
has been revised to state “We grow semiconductor material layers on a sapphire
wafer, or substrate, via a process known as epitaxial growth” to describe what
epitaxy materials are and how they are placed on sapphire;

·                  On pages 1
and 84, the references to “vertical structure” have been expanded to a “vertical
LED structure that generally consists of multiple, vertically-stacked
epitaxial layers, a silver reflector layer and a copper alloy base”; and

·                  the third
paragraph of the “Company Overview” section on pages 1 and 84 has been
revised to provide a longer, but less technical, description of the Company’s
capabilities and know-how.

Our
Strategy, page 2

6.             Please avoid use of shortened names where the meaning is
not clear from context. For example, we note your use of MOCVD in the fourth
bullet point on page 3. Refer to sample comment 5 in Updated Staff Legal
Bulletin No. 7 (June 7, 1999) available on the Commission’s web site.

The
Staff’s comment is duly noted. The Company has revised the disclosure to give
the full name of “MOCVD” where it first appears in “Prospectus Summary — Our
Strategy” on page 3 and has included a brief description of an “MOCVD reactor”
in “Business” on page 86.  In
addition, the Company has given the full name of “GaN” in “Risk Factors” on page 21,
“Management’s Discussion and Analysis of Financial Condition and Results of
Operations” on page 50  and “Business”
on page 84.

7.             Refer to the second-to-last bullet point on page 3.
With a view toward clarified disclosure, please tell us what you mean by “build
scale”

In
response to the Staff’s comment, the Company has revised the disclosure on pages 4
and 88 to clarify that it plans to enter into acquisitions and joint ventures
to increase its manufacturing capacity.

8.             We note your claim that you are on the forefront of
innovation.  Please provide objective
support for this claim and any other unsubstantiated claims in the registration
statement.

In
response to the Staff’s comment, the Company has revised the disclosure on pages 3
and 86 to state that it is the Company’s belief that it is on the forefront of
innovation of LED chip and LED component technologies. The Company’s belief is
based on:

·                                  its ability to
produce LED chips that when packaged are capable of providing efficacies of
greater than 100 lumens per watt, which has been independently verified.  Based on public announcements by leading LED
industry companies and data in LED industry sources, the Company believes that
it is one of a few companies that is manufacturing LED chips capable of
providing greater than 100 lumens per watt;

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·                                  the Company’s
belief that it is one of a few companies that recycles and reuses sapphire
wafers in the production of LED chips, which provides it significant
manufacturing cost savings; and

·                                  its use of a vertical
copper-alloy chip structure, which the Company believes results in higher efficacy
than the lateral sapphire-based structure used by most manufacturers of
sapphire-based LED devices.

Corporate Information and
Structure, page 4

9.             Please consider providing a graphic illustrating your
corporate structure.

In
response to the Staff’s comment, the Company has included a corporate structure
chart on page 5.

10.          Please revise the second paragraph of this section to
reconcile your statement that your operations are located in Taiwan SemiLEDs
with your statement that the majority of your LED components are sold through
Helios Crew Corporation. In addition, please reconcile the former statement
with your statement in the third paragraph that you have no material operations
to date.

The
Company respectfully confirms to the Staff that substantially all its
operations are located in Taiwan SemiLEDs.
Taiwan SemiLEDs manufactures LED chips and packages those chips into LED
components.  For marketing reasons,
Taiwan SemiLEDs sells a majority of those LED components to Helios Crew
Corporation, which in turn re-sells those LED components to customers.  In response to the Staff’s comment, the
Company has revised the disclosure on pages 50 and 91 to clarify the
relationship between Taiwan SemiLEDs and Helios Crew Corporation.

The
Company respectfully submits that the statement in the third paragraph of this
section refers to its joint venture entities, China SemiLEDs, SILQ and SS
Optoelectronics, each of which has not had any material operations to
date.  The Company has revised the
disclosure on page 5 to clarify this and believes that the addition of the
corporate structure chart, added in response to comment 9, will further assist
to clarify the disclosure.

Risk Factors, page 9

11.          We note that your risk factor disclo