Exhibit 5.1

 

		650 Page Mill Road Palo Alto, CA 94304-1050   PHONE 650.493.9300 FAX 650.493.6811 www.wsgr.com

March 6, 2019

KLA Tencor Corporation

One Technology Drive

Milpitas, California

 

Re:

Registration Statement on Form S-8

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by KLA Tencor Corporation, a Delaware corporation (the “Company”), with the Securities and Exchange Commission on or about the date hereof, in connection with the registration under the Securities Act of 1933, as amended, of (i) 3,907 shares of common stock, par value $0.001 per share, of the Company (the “Common Stock”), reserved for issuance pursuant to the Equity Remuneration Plan for Key Employees of Orbotech Ltd. and its Affiliates and Subsidiaries (as Amended and Restated, 2005), (ii) 6,748 shares of Common Stock reserved for issuance pursuant to the Orbotech Ltd. 2010 Equity-Based Incentive Plan and (iii) 521,041 shares of Common Stock reserved for issuance pursuant to the Orbotech Ltd. 2015 Equity-Based Incentive Plan. Such shares of Common Stock are referred to herein as the “Shares,” and such plans are referred to herein as the “Plans.”

On the basis of the foregoing, and in reliance thereon, we are of the opinion that, when issued and sold in compliance with the prospectus delivery requirements and in the manner referred to in the Plans, and pursuant to the agreements that accompany each grant or award under the Plans, the Shares will be legally and validly issued, fully paid and nonassessable.

We consent to the use of this opinion as an exhibit to the Registration Statement, and further consent to the use of our name wherever appearing in the Registration Statement and any amendments thereto.

 

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