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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

CERTAIN PORTIONS OF THIS
LETTER AS FILED VIA EDGAR HAVE BEEN OMITTED AND FILED SEPARATELY WITH THE
COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE
OMITTED PORTIONS. OMITTED INFORMATION HAS BEEN REPLACED IN THIS LETTER AS FILED
VIA EDGAR WITH A PLACEHOLDER IDENTIFIED BY THE MARK “[***].”

November 5,
2010

VIA EDGAR  AND HAND DELIVERY

U.S. Securities and Exchange
Commission

Division of Corporation 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

File No. 333-168624

Ladies and Gentlemen:

We are submitting this letter on
behalf of SemiLEDs Corporation (the “Company”) in response to comment
numbers 1, 34 and 38 from the staff (the “Staff”) of the Securities and
Exchange Commission (the “Commission”) received by letter dated September 2,
2010 (the “September 2 Staff Letter”) and in response to comment 16
from the Staff received by letter dated September 28, 2010 (the “September 28
Staff Letter”), relating to the Company’s

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)

Registration Statement on Form S-1
(File No. 333-168624) (the “Form S-1”), as amended to
date.  Because of the commercially
sensitive nature of information contained herein, this submission is
accompanied by the Company’s request for confidential treatment for selected
portions of this letter and the supplemental materials pursuant to Rule 83
of the Commission’s Rules on Information and Requests, 17 C.F.R. § 200.83
and the Freedom of Information Act.

In this letter, we have cited the
comments from the Staff in italicized, bold face and have followed each comment
with the Company’s prior and supplemental responses.  Capitalized terms used but not defined in
this letter shall have the meanings set forth in the Form S-1.

Please also note that the Company
intends to effect a 14-for-1 reverse stock split of its common and preferred
stock (the “Reverse Split”) prior to the effectiveness of the
Registration Statement.  All shares and
per share information referenced in this letter has been adjusted to reflect
the Reverse Split. The information in the Form S-1 will be retroactively
adjusted to reflect the Reverse Split in Amendment No. 5 to the Form S-1
to be filed with the Commission after the Company receives comments from the
Staff to its Amendment No. 4.
Likewise, all shares and per share information referenced in the
responses below have been adjusted to reflect the Reverse Split.

Subject to the status of the Staff’s
review of the Registration Statement and market conditions permitting, the
Company supplementally advises the Staff that it anticipates printing its
preliminary prospectuses near the end of the week of November 15, 2010 and
commencing a road show shortly thereafter, with a target completion pricing of
its initial public offering (“IPO”) on or about December 8,
2010.  The Company will, prior to
printing its preliminary prospectuses, publicly file an amendment to the
Registration Statement containing the bona fide pricing
range.

September 2 Staff Letter

Comment 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.

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Previous Response:

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.

Supplemental Response:

The
purpose of this letter is to notify the Staff that the Company’s and the
underwriters’ proposed estimated price range as of the date of this letter is
$[***] to $[***] per share.  As soon as
the Staff has completed its review of Amendment No. 5, and subject to
satisfactory market conditions the Company intends to proceed with its offering
and file Amendment No. 5 to the Form S-1 which would include the form
of preliminary prospectus (including the price range and related information
based on the midpoint of that range) to be circulated for the road show.

Comment
34 -

Please disclose the
aggregate intrinsic value of all outstanding options based on the midpoint of
the estimated IPO price range. Please include an updated discussion of each
significant factor contributing to the difference between the fair value as of
the date of grant and the estimated IPO price for options granted during the
twelve months prior to the date of the most recent balance sheet once you have
determined your IPO price range.

Previous Response:

The
Company advises the Staff that it does not yet have an estimated IPO price;
however, the intrinsic value of the Company’s outstanding options will be
disclosed as soon as the estimated IPO price is available.

[***] Confidential treatment
requested by SemiLEDs Corporation

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Supplemental
Response:

In
response to the Staff’s comment, the Company will disclose that based on an
assumed initial public offering price of $[***] per share (the mid-point of the
estimated price range that will be set forth on the cover page of the
preliminary prospectus), the intrinsic value of the outstanding options as of August 31,
2010 was $[***] million, of which $[***] million related to vested stock
options.

As
disclosed in Amendment No. 4 to the Form S-1, the Company granted
stock options to employees and nonemployees of the Company during the twelve
months prior to the date of the most recent balance sheet as of August 31,
2010 as follows:

  Grant Date

  Number of

  Options Granted

  Exercise Price

  Fair Value Per Share

  of Common Stock

  Aggregate Grant Date

  Fair Value

  Holder (Employee or

  Nonemployee)

  February 10, 2010

  120,907

  $

  0.98

  $

  7.70

  $

  822,000

  Employee

  February 10, 2010

  1,785

  0.98

  7.70

  12,000

  Nonemployee

  May 2, 2010

  1,785

  0.98

  8.96

  15,000

  Nonemployee

  July 23, 2010

  14,285

  8.96

  8.96

  67,000

  Employee

As
set forth in the table above, the Company granted stock options in February, May and
July 2010 and the fair value of the underlying common stock for these
options on each respective grant date was $7.70, $8.96 and $8.96 per share.
Therefore, in response to the prior comment 34 from the Staff, the Company has
provided explanations below of the significant factors contributing to the
difference between the fair value of the common stock on February 10, 2010
through the date of this response, based on the mid-point of the estimated IPO
price range of $[***] per share to be included in the Company’s next Form S-1
filing on Amendment No. 5.

[***] Confidential treatment requested by
SemiLEDs Corporation

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As
disclosed in Amendment No. 4 to the Form S-1, and in response to the
previous comments of the Staff, in determining a fair value of its common stock
for stock option grants on February 10, 2010, May 2, 2010 and July 23,
2010, the Company’s board of directors relied in part on contemporaneous and
retrospective independent third-party valuations of the Company’s common stock
and developments in the business during the intervening periods. Generally
speaking, however, the primary factors contributing to the difference between
the mid-point of the estimated IPO price range and the valuations performed
during the twelve months preceding the Company’s latest balance sheet as of August 31,
2010 are: (i) continued improvements in the Company’s business and
financial results; (ii) updated valuation assumptions; and (iii) current
capital market dynamics.

The
following discussion describes these factors in more detail:

(i) Continued
Improvements in the Company’s Financial Results

The
Company’s financial results for the three months ended August 31, 2010
reflected continued growth and improvements in the Company’s financial
performance over prior periods, including substantial increases in revenue and
gross profits. Specifically, revenues were $11.5 million during the three
months ended August 31, 2010, an increase of 16% from $9.9 million during
the three months ended May 31, 2010, and an increase of 49% from $7.7
million during the three months ended February 28, 2010. In addition, net
income was $5.3 million during the three months ended August 31, 2010, an
increase of 66% from $3.2 million during the three months ended May 31,
2010, and an increase of 179% from $1.9 million during the three months ended February 28,
2010. These financial results were better than the Company’s internal operating
plan approved by the board of directors, and were not known as of the above
grant dates. The Company believes that its financial performance contributed
significantly to the

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current
estimated offering pricing range suggested by the underwriters for the
offering.

(ii) Updated
Valuation Assumptions

As
disclosed in Amendment No. 4 to the Form S-1, the Company’s board
determined the fair value of the common stock in part by using contemporaneous
and retrospective valuations based on the market approach and the income
approach to estimate the aggregate enterprise value at each valuation date. The
market approach measures the enterprise value of a company through the analysis
of different market variables of comparable companies. Consideration is given
to the financial condition and operating performance of the company being
valued relative to those of publicly-traded comparable companies. The income
approach measures the enterprise value of a company using a discounted cash
flow analysis which determines the present value of the Company’s future
economic benefits by applying an appropriate risk-adjusted discount rate to
expected cash flows, based  on forecasted
revenues and costs. The discount rate used is the weighted average cost of
interest-bearing debt and equity capital. The enterprise values for the market
approach and the income approach were then weighted based on the valuation
purpose, availability of data and possibility of future scenarios for the
Company. In order to determine the fair value of the common stock, the
enterprise value determined from the market approach and income approach at
each valuation date was allocated to the shares of convertible preferred stock
and shares of common stock using an option-pricing methodology. The
option-pricing method treats common stock and convertible preferred stock as
call options on the total equity value of a company. The option-pricing
methodology uses the Black-Scholes option-pricing model to price the call
options. This model defines the securities’ fair values as functions of the
current fair value of a company and uses assumptions such as the anticipated
holding period and the estimated volatility of the equity securities. The
anticipated holding period utilized in these valuations was based on
then-current plans and estimates of the board of directors and management.
Estimates of the volatility of the stock were based on available information on
the volatility of the capital stock of comparable publicly traded companies.
This approach, which is discussed more
specifically on pages 60-65 of Amendment No. 4 to the Form S-1
under the caption “Stock-Based Compensation” in the section titled “Management’s
Discussion and Analysis of Financial Condition and Results of Operations,” is consistent
with the methods

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outlined in the American
Institute of Certified Public Accountants Practice Guide, Valuation of Privately-Held-Company Equity Securities
Issued as Compensation.

The
estimated price range for the IPO, however, has been determined in consultation
with the underwriters without reference to any specific valuation methodology
although it is based on a market approach similar to that discussed above.  A significant driver of the estimated price
range in the underwriters’ analysis is the recent performance and valuation of
companies that the underwriters expect will be viewed by potential investors as
comparable to the Company. Also, the underwriters have compared the Company to
a narrower range of companies than those employed in the Recent Valuations and the
preliminary valuation of the Company is consistent with the comparable
companies from a financial multiples perspective.

Furthermore,
by definition, the estimated price range for the IPO suggested by the
underwriters includes updated assumptions for the successful completion of a
single liquidity event, an initial public offering. As a result, prior
assumptions related to the liquidation and merger events and the
non-marketability discount, all of which had a depressing effect on the
estimate of the fair value of the Company’s common stock in the valuations
discussed below, did not factor into the underwriters’ analysis.

The
independent third-party valuations as of February, May and August 2010
utilized the following assumptions:

February 28, 2010 retrospective valuation. The
retrospective valuation as of February 28, 2010 determined a fair value of
the common stock of $7.70 per share. The valuation used a risk-adjusted
discount rate of 28.7%, a non-marketability discount of 22.3% and an estimated
holding period of nine months from the valuation date. In order to determine
the aggregate enterprise value, the valuation was weighted between the market
approach and the income approach with 80% of the enterprise value determined
utilizing the income approach being combined with 20% of the enterprise value
determined utilizing the market approach. Based on this retrospective valuation
and other factors, the board of directors determined the fair value of the
underlying common stock for the stock options granted on February 10, 2010
to be $7.70 per share. Accordingly, the fair value of the underlying common
stock of $7.70 per share was used for the

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calculations of the
stock-based compensation for the options granted on February 10, 2010.

May 31, 2010 contemporaneous valuation. The
contemporaneous valuation as of May 31, 2010 determined a fair value of
the common stock of $8.96 per share. The valuation used a risk-adjusted
discount rate of 29.5%, a non-marketability discount of 13.4% and an estimated
holding period of five months from the valuation date. The slight increase in
the risk-adjusted discount rate from the February 28, 2010 valuation was
due to changes in industry and market conditions. The decrease in the
non-marketability discount from the February 28, 2010 valuation was due to
a decrease in the expected time to a liquidity event, which decreased the time
to expiration in the protective put calculations, and also due to lower
reported volatility in the industry. In order to determine the aggregate
enterprise value, the valuation was weighted between the market approach and
the income approach with 80% of the enterprise value determined utilizing the
income approach being combi