SecProbe.io

CORRESP
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  ORRICK,
  HERRINGTON & SUTCLIFFE

  43RD FLOOR, GLOUCESTER
  TOWER

  THE LANDMARK

  15 QUEEN’S ROAD CENTRAL

  HONG KONG

  tel
  852-2218-9100

  fax
  852-2218-9200

  WWW.ORRICK.COM

October 26, 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:

  Russell Mancuso, Branch Chief, Legal

  Gabriel Eckstein

  Daniel
  Morris, Special Counsel

  Martin
  James

  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 October 21, 2010 (the “Staff
Letter”), setting forth comments relating to Amendment
No. 3 to the Registration Statement on Form S-1  (“Amendment
No. 3”) of SemiLEDs Corporation (“SemiLEDs” or the
“Company”) filed on October 6, 2010 with the
Securities and Exchange Commission (the “Commission” or the “Staff”).  The Company is concurrently
filing today with the Commission Amendment No. 4 to
Form S-1 (“Amendment No. 4”).  For your reference, a copy of Amendment
No. 4, together with four marked
copies of Amendment No. 4 indicating changes
from Amendment No. 3, are enclosed
with this letter.

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. 4 that have revisions to or insertions of language which seeks to
address the Staff’s comment.

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)

Prospectus

1.             Please expand your response to prior comment 2 to
disclose your ownership interest in the Malaysia and Taiwan joint ventures.

In response to the
Staff’s comment, the Company has added disclosure on pages 2 and 84.

Risk Factors, page 12

We may not be successful in
expanding…, page 20

2.             It is unclear from your response to the second bullet
point of prior comment 7 and your revisions to pages 4 and 96 — 97 of your
registration statement whether in weighing the benefits versus the risks of
your litigation strategy you have considered the loss of revenues and income
that you may suffer from the combined effect of (i) possible infringement
in the countries in which you choose to operate and (ii) your
unwillingness to market your products outside those limited countries with an
acceptable risk profile. Please clarify.

As discussed, the Company
has chosen for now not to focus sales of its LED components in highly litigious
countries or jurisdictions in which intellectual property rights are strictly
enforced because the Company believes that, given its early stage of growth, it
is important to consciously manage its exposure to litigation, as any such
litigation, whether with or without merit, could divert its management,
financial and other resources away from its business and thereby stunt its
continued development and growth.  As
such, the Company confirms that it has considered the loss of revenues and
income that it may suffer from its current strategy to not market its products
outside those limited countries with an acceptable litigation risk
profile.  In addition, the Company also
confirms that, with respect to any potential infringement of the Company’s
patents by others in countries that it currently sells its LED components, the
Company has considered the potential loss of revenues and income that it may
suffer associated with such sales and has made a business judgment that the
benefits outweigh any potential loss.

The marketing and
distribution efforts..., page 22

3.             Please note that we may have further comments after you
file the distribution agreement with Intematix. In addition, please confirm
that, other than the currently disclosed agreements with Nanoteco and
Intematix, you have no additional material distribution and supply agreements.

The Staff’s comment is duly noted.  The Company has filed with Amendment No. 4
the distribution agreement with Intematix as Exhibit 10.20.  The Company confirms that, except for the
agreements with Nanoteco and Intematix,

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it has not entered into any additional material
distribution or supply agreements.

We may undertake joint
ventures..., page 26

4.             Please reconcile the third sentence in this risk factor
with your response to prior comment 2 where you indicate that it is not your
general strategy to rely on joint venture arrangements.

In response to the Staff’s comment, the Company has
revised the disclosure on page 25 to clarify that, although it is not the
Company’s general strategy to rely on joint venture arrangements to grow its
business, the Company may contemplate entering into such arrangements as opportunities
arise which the Company believes to be beneficial.  As such, the Company believes that a risk
factor regarding such potential transaction is appropriate.

We are a multinational
organization..., page 29

5.             We note your response to prior comment 11.  However, it remains unclear why you  removed disclosure related to the uncertainty of
tax laws that may have a material impact on your company. Please restore this
risk factor and provide appropriate tax opinions or provide an expanded
analysis as to why you are not required to do so. With respect to the tax
opinion(s), please note that the presence or absence of direct additional taxes
on the company’s shareholders is not determinative of whether a tax opinion is
required.

In response to the Staff’s comment, the Company has
reinstated the risk factor on pages 27-28. The Company has revised the
disclosure, however, to address the Staff’s previous comment that such risk
factor not be generic and has made an attempt to make the disclosure applicable
to the specific risks faced by the Company.

Liquidity and capital
resources, page 79

6.             We note that you have not described the material terms
of your loan agreements, filed as exhibits 10.22 to 10.24,
and your Agreement for Issuance of Overseas Letter of Credit, filed as exhibit
10.17. Please advise.

In response to the Staff’s comment, the Company has
revised the existing disclosure on page 75 to identify these loan
agreements and describe the material terms.

Industry, page 84

Increased LED Performance, page
84

7.             Please tell us how the data in Annex A that you provided
in response to prior comment 19 supports your

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statement in this section
that LED “is becoming increasingly competitive with respect to energy savings.”

In response to the Staff’s comments, the Company has
deleted the language with respect to LED becoming “increasingly competitive...”
from the disclosure on page 80 because Annex A, provided in response to
the Staff’s prior comment 19, showed lumen efficacy data as of a fixed date and
not a trend. While the Company believes the trend would show “increasing
efficacy,” the revised statement on page 80, which states that LED
lighting offers energy saving advantages compared to some traditional lighting
technologies, is the disclosure that the Company believes to be material to
investors and is supported by the available published research data.

Business, page 88

Competitive Manufacturing
Cost, Structure, page 89

8.             It is unclear from your revisions to prior comment 20
the extent to which you can reuse sapphires. Given that this is one of your key
strengths, your disclosure should clearly indicate the level of advantage that
this technology provides. We therefore reissue our comment.

In response to the Staff’s comments, the Company has
revised the disclosure on page 85.

Expand our Manufacturing
Capacity..., page 91

9.             We note your response to prior comment 22. Please revise
this section or under “Facilities” on page 100 to disclose that 70% of
your current facilities are devoted to manufacturing operations. In addition,
please disclose, as indicated in your response, that you do not expect to have
to purchase or lease additional facilities for corporate or manufacturing use
in Taiwan for at least the next twelve months.

In response to the Staff’s comment, the Company has
added disclosure in “Business—Facilities” on page 96.  The Company confirms that it does not expect
to have to purchase or lease additional facilities for corporate or
manufacturing use in Taiwan for at least the next twelve months.

10.          We note your revisions in response to prior comment 23;
however, it is unclear how a prospective investor can evaluate the significance
of your expansion strategy without disclosure of added capacity. Please
disclose capacity to be added from your planned expansion.

In response to the Staff’s comment, the Company has
added disclosure on page 87.

Facilities, page 100

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11.          Please disclose the amount of your rent as well as any
other material terms of your leases. With regard to the Luxxon  lease, you may wish to
cross-reference your disclosure under “Certain Relationship and Related
Transactions” on page 128.

In response to the Staff’s comment, the Company has
revised the disclosure on page 96.

Sales by China SemiLEDs and
Taiwan..., page 103

12.          Please disclose the substance of the last two sentences of
your response to prior comment 26. In addition:

·                          with
regard to your added disclosure in the first full sentence of page 104,
provide examples of the “individual situations” you refer to;

In response to the Staff’s comment, the Company has
deleted the reference to “individual situations” and clarified the disclosure
on page 100.

·                          with
regard to the fifth paragraph on page 102 and your response to prior
comment 42, clarify the reason for entering into a joint venture in order to
sell chips to a specific customer instead of selling chips directly to this
customer; and

The Company advises and has disclosed that SS
Optoelectronics was formed at the specific request of a particular customer for
the sole purpose of selling LED chips exclusively to such customer.  Although such customer has not informed the
Company of its intent in requesting such a sales relationship, the Company
believes that this customer’s intent is to sell products to its customers under
its own brand name, similar in concept to the intent of certain manufacturers
in an original equipment manufacturing, or OEM, relationship. The Company
respectfully submits that it does not believe it is material to investors or
appropriate to disclose its belief or views on the intent of its customer in
seeking a particular sales structure.
As disclosed and discussed with the Staff, there are no operations at
this company and at this time, it is unclear whether any actual sales or
operations will in fact take place in the future.

·                          tell
us where you have disclosed the information contained in the third-to-last
paragraph of your response to comment 55 of your letter dated September 14,
2010.

The Company respectfully
advises the Staff that the content of the third-to-last paragraph of its
response to comment 55 in its letter to the Staff dated September 14, 2010
is substantially covered in the second paragraph of the risk factor titled “China
SemiLEDs may compete with us for sales…” on page 30 and the last sentence
of

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the first paragraph under
the heading “Sales by China SemiLEDs and Taiwan SemiLEDs” on page 100.

Board of Directors of China
SemiLEDs, page 104

13.          We note your response to prior comment 28; however, the
formula by which you determine the number of directors that you may appoint
remains unclear.  Please clarify.

In response to the Staff’s comment, the Company has
revised the disclosure on page 100 to make it clear that the number of
directors the Company would have the right to nominate and appoint would be
determined by the Company’s pro rata ownership interest in China SemiLEDs.  In the case of a non-whole number, the
Company would round down and appoint that number of directors.

Management, page 107

14.          Please fully account for the business experience of your
management during the past five years. We note, for example, that it appears
there are gaps in the biographies of Mr. Beck and Ms. Chin.

The Company advises the
Staff that Ms. Chin was not employed between August 2006 and March 2007.  In addition, Mr. Beck retired from his
professional career in 2002; however, he continued to serve on the boards of
various companies after his retirement, as disclosed in his biography.

Executive Compensation, page 112

15.          Your response to prior comment 30 repeats your response to
comment 61 in your letter dated September 14, 2010. Please tell us why you
cannot make the determination required under Item 402(s) of Regulation S-K
and when you intend to make such determination.

The Company acknowledges the
Staff’s comment and advises the Staff that the Board of Directors of the
Company has assessed the Company’s compensation policies and practices and has
determined that such policies do not create risks that are reasonably likely to
have a material adverse effect on the Company. In making this determination,
the Board of Directors considered the fact that the Company’s primary cash
compensation is in the form of base salary, the Company does not have an
established performance-based bonus plan or program for its officers and
employees with milestones or objectives and the bonuses that have
been paid generally only require the employees to be in employment.

Base Salaries, page 113

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16.          Your added disclosure in response to prior comment 31
indicates that the semiconductor industry was used as a reference point for the
LED industry. It is unclear how companies in the semiconductor industry are
considered “similar companies” as you state in the fourth sentence of this
section. Please revise or advise.

The
Company respectfully advises that it is the general consensus by industry
participants that the LED market is a subset of the semiconductor
industry.  The reason for this view of
the market generally is the similarity in the manufacturing technology,
process, know-how and the equipment and supplies used in the manufacture of
such products.  In particular, the
Company advises the SEC of the following specific similarities:

·                  Technical training and experience — Both
industries require highly-trained engineers with in-depth knowledge of device
physics and chemistry to design as well as knowledge of the corresponding
manufacturing processes.  Both
semiconductor and LED chips are grown on wafers and are subject to similar
chemical deposition processes and many of the materials (chemicals and the
like) used are common to both products.
In addition, both semiconductor and LED manufacturing environments
require dust-free and highly sanitized facilities and operators are subject to
similar operational procedures to ensure high-quality products and high yields;

·                  Technological challenges — Both industries
face similar technical challenges.
Semiconductor and LED chip manufacturers continually strive to enhance
the performance of chips through process innovation and to increase wafer size
in order to reduce manufacturing costs;

·                  Industry dynamics — Many manufacturers of
semiconductor products, for example memory (e.g. DRAM) man