Exhibit 5.1
| | | | |
| | | | ASML Holding N.V. De Run 6501 5504 DR Veldhoven PO Box 324 5500 AH Veldhoven The Netherlands Phone +31 40 268 6762 Fax +31 40 268 4888 www.asml.com Trade Register 17085815 Eindhoven, The Netherlands |
United States Securities and Exchange Commission
450 Fifth Street N.W.
Washington, DC 20549
United States of America
Date: July 19, 2013
Subject: Form S-8
Ladies and Gentlemen:
I refer to the Registration Statement on Form S-8 (the “Registration Statement”) of ASML Holding N.V., a Netherlands corporation (the “Company”), under the Securities Act of 1933 (the “Securities Act”). The Registration Statement relates to up to 200,000 ordinary shares, nominal value €0.09 per share, of the Company (the “Securities”), issuable and issued under the ASML Share Plan—Master Plan for Cymer, LLC Relating to the Grant of Equity Incentives (the “Plan”).
I have examined and am familiar with (i) the Company’s Articles of Association, as amended, and (ii) the corporate proceedings relating to the Registration Statement. Upon the basis of the foregoing, and having satisfied myself as to such other matters of law and fact as I consider relevant for the purposes of this opinion, I advise you that, in my opinion, upon issuance in accordance with the terms and conditions of the Plan, the Securities will have been legally issued, fully paid and non-assessable.
I express no opinion herein, on or with respect to, any law other than the laws of The Netherlands, and I express no opinion on, or with respect to, the laws of the United States, any state thereof or any other laws, statutes, regulations or ordinances.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and any reference to me therein. In giving such consent, I do not hereby admit that I am in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
|
| Very truly yours, |
|
/s/ Robert F. Roelofs |
| Robert F. Roelofs |
| General Counsel |
| ASML Holding N.V. |
