Exhibit

KLA-Tencor Corporation, a Delaware corporation (the “Company”), is filing with the Securities and Exchange Commission a Registration Statement on Form S-8 (the “Registration Statement”) for the purpose of registering under the Securities Act of 1933, as amended (the “Securities Act”), an additional 733,329 shares of the Company’s common stock, par value $0.001 per share (the “Common Stock”), reserved for issuance under the Company’s Amended and Restated 1997 Employee Stock Purchase Plan (the “ESPP”), and an additional 12,000,000 shares of Common Stock reserved for issuance under the Company's Amended and Restated 2004 Equity Incentive Plan (the "EIP"), as described in the Registration Statement. The additional shares of Common Stock reserved for issuance under the ESPP and EIP are collectively referred to herein as the "Shares."

I have acted as Associate General Counsel to the Company with respect to the issuance of this opinion and, as such counsel, I have examined such documents and such matters of fact and law that I have deemed necessary for the purpose of rendering the opinion expressed herein. In such examinations, I have assumed the genuineness of all signatures and the authenticity of all documents submitted to me as originals and the conformity to original documents of all documents submitted to me as conformed or photostatic copies.

Based on the foregoing, I am of the opinion that when the Shares have been duly issued and delivered in accordance with the terms and conditions of the ESPP and EIP, such Shares will be validly issued, fully paid and non-assessable.



	Sincerely,

	/s/ Jeffrey S. Cannon
	JEFFREY S. CANNON
	Associate General Counsel and Assistant Secretary