Exhibit 5.1
[Jones Day Letterhead]
May 5, 2020
Lam Research Corporation
4650 Cushing Parkway
Fremont, California 94538
| Re: | $750,000,000of 1.900% Senior Notes due 2030, |
$750,000,000of 2.875% Senior Notes due 2050 and
$500,000,000 of 3.125% Senior Notes due 2060of 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 1.900% Senior Notes due 2030 (the “2030 Notes”), (ii) $750,000,000 aggregate principal amount of the Company’s 2.875% Senior Notes due 2050 (the “2050 Notes”) and (iii) $500,000,000 aggregate principal amount of the Company’s 3.125% Senior Notes due 2060 (together with the 2030Notes and the 2050Notes, the “Securities”), pursuant to the Underwriting Agreement, dated April 30, 2020 (the “Underwriting Agreement”), between the Company and BofA Securities, Inc., Citigroup Global Markets Inc., 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 Fourth Supplemental Indenture, dated as of May 5, 2020 (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.