SecProbe.io

CORRESP
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filename1.htm

November 22, 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 November 18, 2010 (the “Staff
Letter”), setting forth comments relating to Amendment No. 5 to the Registration Statement on Form S-1  (“Amendment No. 5”) and
Amendment No. 7 to the Registration Statement on Form S-1 (“Amendment No. 7”)
of SemiLEDs Corporation (“SemiLEDs” or the “Company”)
filed on November 12, 2010 and November 16, 2010, respectively, with the Securities and
Exchange Commission (the “Commission” or the “Staff”).  We note that an Amendment No. 6 to the
Registration Statement was also filed with the Commission on November 15,
2010.  The Company is concurrently filing
today with the Commission Amendment No. 8 to Form S-1
(“Amendment No. 8”).  For your reference, a copy of Amendment No. 8, together with four marked copies of Amendment No. 8 indicating changes from Amendment
No. 7, 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. 8 that have
revisions to or insertions of language which seeks to address the Staff’s
comment.

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 response 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.

In response to the Staff’s
comment, the Company has added disclosure and clarified the disclosure on pages 19-20
and 93.

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 customers or you deem the agreements not
material and therefore not required to filed under Item 601(b)(10) of
Regulation S-K.
Please clarify your response.

The Company confirms that it
has not entered into any contracts with its new significant customers.  The Company executed purchase orders that
were placed by its customers. The Company respectfully submits that even if
such purchase orders were to be considered “contracts” such purchase orders are
not material to the Company and were entered into in the ordinary course of
business such that they are not required to be filed pursuant to Item 601(b)(10) of
Regulation S-K.

We
have operations and sales…, page 28

3.                                      We
may have additional comments after you file the tax opinion mentioned in your
response to prior comment 5.

We
have considered the Staff’s comments regarding the inclusion of a tax opinion
from our firm, or in the alternative, the Staff’s request for an expanded
analysis as to why we are not required to file a tax opinion.  Although we had responded that we would be in
a position to issue the tax opinion in the Company’s previous responses to the
Staff’s comments, we respectfully submit that upon further review and analysis,
we have concluded that the “materiality” threshold required pursuant to Item
601(b)(8) of Regulation S-K has not been met here and therefore propose
not to file a tax opinion.  We have
provided a more detailed analysis as requested.

We note that Item 601(b)(8) of
Regulation S-K contemplates that an opinion of counsel (or an accounting  firm) be provided in the case where the “tax consequences are material
to an investor  and  a representation as to tax consequences is set forth in the

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filing.” (emphasis
added).   We submit that
as a general matter, the tax consequences of an investor’s purchase of equity
securities of a Delaware company, such as the Company, is “plain vanilla” in
nature and we believe that there are no unusual, complex or unique tax
implications for the purchaser such that the disclosure may be considered
material in the context of Item 601(b)(8).
We respectfully submit that the tax consequences for investors as
disclosed by the Company, both in the “Risk Factors” section and in the “Material
U.S. Federal Income Tax Consequences to Non-U.S. Holders” section is general in
nature and provided not because there are unique or material tax consequences
but is provided to give potential investors a broad overview of tax
issues.  To be clear, the sections that speak to taxation do not include a
legal opinion nor do they purport to do so and they do not contain a
representation to that effect from our firm or the Registrant, as is market practice
for deals of this nature.  The Company is not making a statement that
there are unique tax benefits for the transaction, as may be in the case of a
merger transaction that is seeking tax free treatment under relevant tax laws,
or that there are tax benefits to holders for holding these equity securities
or unique tax considerations to be considered as may be the case with
certain types of debt issuances (e.g. original issue discount, tax free or tax
benefit treatment).  We believe that market precedent supports this legal
position and analysis.  For the foregoing
reasons, we respectfully submit that an opinion of counsel on taxation matters
is not warranted in this instance.

Intellectual
Property Cross-Licensing..., page 124

4.                                      We
note your revisions in response to prior 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.

In response to the Staff’s
comment, the Company has amended the disclosure on page 124 of the Registration
Statement to clarify that the Company’s ability to terminate the Agreement
would only arise from a material
breach by China SemiLEDs.

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 auditors 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.

The Company has confirmed
with its independent audit firm that it will remove the explanatory paragraph
at the top of the page and it will issue its audit opinion to reflect the
appropriate report date, along with an updated consent, upon the planned
effectiveness of the Registration Statement.

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Exhibit 5.1

6.                                      Please
confirm that the legal opinion will be dated on the date of effectiveness.

We confirm that our legal
opinion will be dated as of the date of the effectiveness of the Registration
Statement.

7.                                      Please
reconcile the par value set forth in the first paragraph of the opinion with
that set forth in the prospectus.

We have reconciled the par
value set forth in the first paragraph of our opinion with that set forth in
the prospectus.

8.                                      The
current language of the second paragraph of the opinion is overbroad. Please
ask your counsel to revise the second paragraph to identify the assumptions
stated in the documents you have relied upon. In addition, please ask
your counsel to revise to clarify, if true, that the factual statements relied
upon by it were made by representatives of the company.

In response to the Staff’s
comment, we have revised our opinion.  We
also confirm that the factual statement relied upon by us were made by
representatives of the Company.

9.                                      Please
ask your counsel to revise the third paragraph of the opinion to clarify, if
true, that the shares are duly authorized.

Our opinion has been
revised.

10.                               We
note that blanks in your counsel’s legal opinion.  Please note that we may have further comments
after you file a complete legal opinion.

The blanks have been
properly addressed in our opinion.

Exhibit 8.1

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

Please refer to our response
to comment 3 above.

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Should you have any questions or additional comments
concerning the foregoing, please contact me at +852-2218-9118 or by facsimile
at +852-2218-9280.

  Sincerely,

  /s/ Mark J. Lee

  Mark J. Lee

Enclosures

  cc:

  Trung T. Doan, CEO, SemiLEDs Corporation

  David Young, CFO, SemiLEDs Corporation

  Thomas H. Tobiason, Orrick, Herrington & Sutcliffe

  Steven V. Bernard, Wilson Sonsini Goodrich Rosati

  Allan Yu, KPMG (Taiwan)

  Travis D. Jensen, KPMG LLP (United States)

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