CORRESP 1 filename1.htm Document


 


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POSTAL ADDRESS
 
P. O. Box 71170
 
 
1008 BD AMSTERDAM
 
 
 
OFFICE ADDRESS
 
Fred. Roeskestraat 100
 
 
1076 ED AMSTERDAM
 
 
The Netherlands
 
 
 
 
 
INTERNET
 
Loyensloeff.com
December 22, 2017
 
Via EDGAR

Mr. Russell Mancuso
Branch Chief
Office of Electronics and Machinery
United States Securities and Exchange Commission
Division of Corporate Finance
100 F Street, NE
Washington, DC 20549
 

Re:
Sensata Technologies Holding plc
Registration Statement on Form S-4
Filed November 13, 2017
File No. 333-220735



Dear Sir,
We have acted as Dutch legal advisers to Sensata Technologies Holdings plc (“Sensata-UK”) and Sensata Technologies Holding N.V. in connection with the preparation of Sensata-UK’s registration statement on Form S-4 filed with the Securities and Exchange Commission (the “Commission”) on September 29, 2017 (File No. 333-220735), as amended to date (as so amended, the “Registration Statement”) and the proposed transactions that are the subject of the Registration Statement. In that capacity we have rendered a legal opinion regarding certain aspects of the transaction which has been filed as exhibit 8.2 to the Registration Statement. In response to a comment from the Staff set forth in the Commission’s letter of December 20, 2017, this firm does hereby acknowledge to the Staff its understanding that liability under the U.S. federal securities laws relevant to the Registration Statement and the rendering of our opinion included as an exhibit thereto may not be limited and that any contrary condition, stipulation or provision binding any person acquiring any security to waive compliance with any provisions of U.S. federal securities laws relevant to the Registration Statement and the rendering of our opinion is void.
Yours faithfully,
Loyens & Loeff N.V.
/s/ Loyens & Loeff N.V.