[AMENDMENT NO. 5 FORM S-1 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 SEMILEDS CORPORATION Delaware 3674 20-2735523 3F, No.11 Ke Jung Rd., Chu-Nan Site, National Corporate Research Ltd. COPIES TO: Mark J. Lee Jeffrey D. Saper ORRICK, HERRINGTON & SUTCLIFFE LLP WILSON SONSINI GOODRICH & ROSATI Approximate date of commencement of proposed sale to the public: o o o] [SEMILEDS CORPORATION 2010 EQUITY INCENTIVE PLAN (AS ADOPTED NOVEMBER 2, 2010) TABLE OF CONTENTS Page ARTICLE 1. INTRODUCTION 1 ARTICLE 2. ADMINISTRATION 1 2.1 Committee Composition 1 2.2 Committee Responsibilities] [PURCHASE AND SALE AGREEMENT Agreement This Purchase and Sale Agreement (“ September 17, 20 10 Execution Date SEMILEDS OPTOELECTRONICS CO., LTD. Buyer PRIME OPTICAL FIBER CORPORATION Seller (“ RECITALS WHEREAS , Seller owns the first and second floors of the building located at No. 11 Ke Jung Rd. , Chu-Nan Site, Hsinchu Science Park, Chu-Nan 350, Taiwan ( ( 00006-000] [Consent of Independent Registered Public Accounting Firm The Board of Directors and Stockholders We consent to the use of our report, dated October 26, 2010, included herein and to the reference to our firm under the heading “Experts” in the prospectus. (signed) KPMG LLP Boise, Idaho]