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) 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 F [Form of Opinion of Xxxxx & XxXxxxx LLP] [Effective Date] To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: We have acted as special New York counsel to Applied Materials, Inc., a Delaware corporation (“Borrower”), in connection with the Revolving Credit Agreement, dated as of May 25, 2011 (the “Credit Agreement”), by and among the Borrower, the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). This opinion is furnished to you pursuant to Section 3.01(g)(v) of the Credit Agreement. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. We have examined each of the following documents:

Use of Opinion. This opinion is solely for your benefit (and the benefit of any assignee) 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 F [Form of Opinion of Xxxxx & XxXxxxx LLP] [Effective Date] To the Administrative Agent and each of the Lenders party to the Credit Agreement referred to below Ladies and Gentlemen: We have acted as special New York counsel to Applied Materials, Inc., a Delaware corporation (“Borrower”), in connection with the Revolving Credit Bridge Loan Agreement, dated as of May 25, 2011 (the “Credit Agreement”), by and among the Borrower, the financial institutions from time to time parties thereto as Lenders and JPMorgan Chase Bank, N.A., as administrative agent (the “Administrative Agent”). This opinion is furnished to you pursuant to Section 3.01(g)(v) of the Credit Agreement. Capitalized terms used herein without definition shall have the respective meanings ascribed to them in the Credit Agreement. We have examined each of the following documents: