Exhibit 5.1
[Jones Day Letterhead]
March 4, 2019
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
| | Re: | $750,000,000of 3.750% Senior Notes due 2026,
$1,000,000,000of 4.000% Senior Notes due 2029 and
$750,000,000 of 4.875% Senior Notes due 2049of Lam Research Corporation |
Ladies and Gentlemen:
We are acting as counsel for Lam Research Corporation, a Delaware corporation (the “Company”), in connection with the issuance and sale of (i) $750,000,000 aggregate principal amount of the Company’s 3.750% Senior Notes due 2026 (the “2026 Notes”), (ii) $1,000,000,000 aggregate principal amount of the Company’s 4.000% Senior Notes due 2029 (the “2029 Notes”) and (iii) $750,000,000 aggregate principal amount of the Company’s 4.875% Senior Notes due 2049 (together with the 2026Notes and the 2029Notes, the “Securities”), pursuant to the Underwriting Agreement, dated February 25, 2019 (the “Underwriting Agreement”), between the Company and Merrill Lynch, Pierce, Fenner & Smith Incorporated, Goldman Sachs & Co. LLC and J.P. Morgan Securities LLC, acting as representatives of the several underwriters named therein. The Securities are being issued under the Indenture, dated as of February 13, 2015 (the “Base Indenture”), by and between the Company and The Bank of New York Mellon Trust Company, N.A., as trustee (the “Trustee”), as supplemented by the Third Supplemental Indenture, dated as of March 4, 2019 (together with the Base Indenture, the “Indenture”), by and between the Company and the Trustee.
In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Securities constitute valid and binding obligations of the Company.
For purposes of the opinion expressed herein, we have assumed that (i) the Trustee has authorized, executed and delivered the Indenture, (ii) the Securities have been duly authenticated by the Trustee in accordance with the Indenture and (iii) the Indenture is the valid, binding and enforceable obligation of the Trustee.
The opinion expressed herein is limited by: (i) bankruptcy, insolvency, reorganization, fraudulent transfer and fraudulent conveyance, voidable preference, moratorium or other similar laws and related regulations or judicial doctrines from time to time in effect relating to or affecting creditors’ rights generally, and (ii) general equitable principles and public policy considerations, whether such principles and considerations are considered in a proceeding at law or at equity.
