Common use of Use of Opinion Clause in Contracts

Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee which becomes a Lender pursuant to Section 8.07 of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Vice President, Legal Affairs EXHIBIT E OPINION OF XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP, SPECIAL COUNSEL FOR THE BORROWER To the Lenders and the Agent Referred to Below Citicorp USA, Inc., as Administrative Agent Xxx Xxxxx Xxx Xxx Xxxxxx, Xxxxxxxx 00000 Re: Three-Year Credit Agreement We have acted as counsel to Applied Materials, Inc., a Delaware corporation (the "Borrower") in connection with that certain Three-Year Credit Agreement (the "Credit Agreement") dated as of September 19, 2003 among the Borrower, the Lenders and certain other lenders party thereto, Citigroup Capital Markets Inc. and KeyBank National Association ("KeyBank"), as Joint Arrangers, KeyBank, as Syndication Agent, BNP Paribas and Mizuho Corporate Bank Ltd., as Co-Documentation Agents and Citicorp USA, Inc., as Administrative Agent (the "Administrative Agent") for the Lenders. Terms defined in the Credit Agreement are used herein with the same meaning. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you:

Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee which becomes a Lender pursuant to Section 8.07 of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Vice President, Legal Affairs EXHIBIT E OPINION OF XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP, SPECIAL COUNSEL FOR THE BORROWER To the Lenders and the Agent Referred to Below Citicorp USA, Inc., as Administrative Agent Xxx Xxxxx Xxx Xxx Xxxxxx, Xxxxxxxx 00000 Re: Three364-Year Day Credit Agreement We have acted as counsel to Applied Materials, Inc., a Delaware corporation (the "Borrower") in connection with that certain Three364-Year Day Credit Agreement (the "Credit Agreement") dated as of September 19, 2003 among the Borrower, the Lenders and certain other lenders party thereto, Citigroup Capital Markets Inc. and KeyBank National Association ("KeyBank"), as Joint Arrangers, KeyBank, as Syndication Agent, BNP Paribas and Mizuho Corporate Bank Ltd., as Co-Documentation Agents and Citicorp USA, Inc., as Administrative Agent (the "Administrative Agent") for the Lenders. Terms defined in the Credit Agreement are used herein with the same meaning. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you:

Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee Assignee which becomes a Lender Bank pursuant to Section 8.07 9.06(c) of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies 91 hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Vice PresidentBarrx Xxxx Managing Director, Legal Affairs 92 EXHIBIT E F OPINION OF XXXXXXORRIXX, XXXXXXXXXX XXRRXXXXXX & XXXXXXXXX LLPXUTCXXXXX XXX, SPECIAL COUNSEL FOR THE BORROWER COMPANY To the Lenders Banks and the Administrative Agent Referred to Below Citicorp USA, Inc.c/o Moxxxx Xxxranty Trust Company of New York, as Administrative Agent 60 Wxxx Xxxxxx Xxx Xxxxx Xxxx, Xxx Xxx Xxxxxx, Xxxxxxxx Xxxx 00000 Xxdies and Gentlemen: Re: ThreeFive-Year Credit Agreement We have acted as counsel to Applied Materials, Inc., a Delaware corporation (the "BorrowerCOMPANY") in connection with that certain ThreeFive-Year Credit Agreement (the "Credit AgreementAGREEMENT") dated as of September 19March 13, 2003 1998 among the BorrowerCompany, the Lenders and certain other lenders party thereto, Citigroup Capital Markets Inc. and KeyBank National Association banks signatory thereto (the "KeyBankBANKS"), Morgxx Xxxranty Trust Company of New York, as Joint ArrangersDocumentation Agent and Administrative Agent, KeyBankand Citicorp Securities, Inc., as Syndication Agent, BNP Paribas and Mizuho Corporate Bank Ltd., . The capitalized terms herein are used as Co-Documentation Agents and Citicorp USA, Inc., as Administrative Agent (the "Administrative Agent") for the Lenders. Terms defined in the Credit Agreement are used herein with the same meaningAgreement. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you:

Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee which becomes a Lender pursuant to Section 8.07 of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Vice PresidentXxxxx Xxxx Managing Director, Legal Affairs EXHIBIT E OPINION OF XXXXXX, XXXXXXXXXX & XXXXXXXXX LLP, SPECIAL COUNSEL FOR THE BORROWER To the Lenders and the Agent Referred to Below Citicorp USA, Inc., as Administrative Agent 00 Xxxx Xxxxxx Xxx Xxxxx Xxxx, Xxx Xxx Xxxxxx, Xxxxxxxx Xxxx 00000 Re: Three364-Year Day Credit Agreement We have acted as counsel to Applied Materials, Inc., a Delaware corporation (the "Borrower") in connection with that certain Three364-Year Day Credit Agreement (the "Credit Agreement") dated as of September 19March 12, 2003 1999 among the Borrower, the Lenders and certain other lenders party thereto, Citigroup Capital Markets Inc. and KeyBank National Association signatory thereto (the "KeyBankLenders"), as Joint Arrangers, KeyBank, as Syndication Agent, BNP Paribas and Mizuho Corporate Bank Ltd.of America NT&SA, as Co-Documentation Agents Agent, and Citicorp USA, Inc., as Administrative Agent (the "Administrative Agent") for the Lenders. Terms The capitalized terms herein are used as defined in the Credit Agreement are used herein with the same meaningAgreement. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you:

Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee Assignee which becomes a Lender Bank pursuant to Section 8.07 9.06(c) of the Credit Agreement) in connection with the transaction covered by the first paragraph of this letter and may not be relied upon, used, circulated, quoted or referred to, nor may copies 195 hereof be delivered to, any other person without my prior written approval. I disclaim any obligation to update this opinion for events occurring or coming to my attention after the date hereof. Very truly yours, Vice PresidentBarrx Xxxx Managing Director, Legal Affairs 196 EXHIBIT E F OPINION OF XXXXXXORRIXX, XXXXXXXXXX XXRRXXXXXX & XXXXXXXXX LLPXUTCXXXXX XXX, SPECIAL COUNSEL FOR THE BORROWER COMPANY To the Lenders Banks and the Administrative Agent Referred to Below Citicorp USA, Inc.c/o Moxxxx Xxxranty Trust Company of New York, as Administrative Agent 60 Wxxx Xxxxxx Xxx Xxxxx Xxxx, Xxx Xxx Xxxxxx, Xxxxxxxx Xxxx 00000 Xxdies and Gentlemen: Re: Three364-Year Day Credit Agreement We have acted as counsel to Applied Materials, Inc., a Delaware corporation (the "BorrowerCOMPANY") in connection with that certain Three364-Year Day Credit Agreement (the "Credit AgreementAGREEMENT") dated as of September 19March 13, 2003 1998 among the BorrowerCompany, the Lenders and certain other lenders party thereto, Citigroup Capital Markets Inc. and KeyBank National Association banks signatory thereto (the "KeyBankBANKS"), Morgxx Xxxranty Trust Company of New York, as Joint ArrangersDocumentation Agent and Administrative Agent, KeyBankand Citicorp Securities, Inc., as Syndication Agent, BNP Paribas and Mizuho Corporate Bank Ltd., . The capitalized terms herein are used as Co-Documentation Agents and Citicorp USA, Inc., as Administrative Agent (the "Administrative Agent") for the Lenders. Terms defined in the Credit Agreement are used herein with the same meaningAgreement. In this regard, we have examined executed originals or copies of the following, copies of which have been delivered to you: