Opinion Letter – Outside Counsel – S-3 Registered Securities – Agilent Technologies Inc.

July 20, 2010

Agilent Technologies, Inc.

5301 Stevens Creek Boulevard

Santa Clara, California 95051

Ladies and Gentlemen:

We have examined the Registration Statement on Form S-3 (the
“Registration Statement“) filed by Agilent
Technologies, Inc., a Delaware corporation (the
“Company“), on September 9, 2009 with the United
States Securities and Exchange Commission (the
“Commission“) under Rule 462(e) of the Securities Act
of 1933, as amended (the “Securities Act“), relating
to the proposed issuance and sale, from time to time by the Company of one or
more series of its debt securities (the “Debt
Securities“) issuable pursuant to an indenture dated October 24,
2007 (the “Indenture“), between the Company and U.S.
Bank National Association, as trustee (the
“Trustee“), with an indeterminate aggregate principal
amount of the Debt Securities as may at various times be issued at indeterminate
prices, in reliance on Rule 456(b) and Rule 457(r) under the Securities Act. In
accordance with the prospectus and prospectus supplements that comprise part of
the Registration Statement, the Company may offer and sell the Debt Securities
from time to time or on a continuous basis.

The Company currently proposes to sell Debt Securities under the Registration
Statement (the “Offering“) consisting of up to an
aggregate of $250,000,000 principal amount of the Company153s 2.50% Senior Notes
due 2013 pursuant to the terms of the Indenture and the Fourth Supplemental
Indenture, dated as of July 20, 2010, by and between the Company and the Trustee
(the “Fourth Supplemental Indenture“) and $500,000,000
principal amount of the Company153s 5.00% Senior Notes due 2020 (collectively, the
“Takedown Securities“) pursuant to the terms of the
Indenture and the Fifth Supplemental Indenture, dated as of July 20, 2010, by
and between the Company and the Trustee (the “Fifth Supplemental
Indenture“) and together with the Fourth Supplemental Indenture,
the “Supplemental Indentures“). The Takedown
Securities will be sold to Banc of America Securities LLC, Barclays Capital
Inc., Credit Suisse Securities (USA) LLC, Citigroup Global Markets, Inc., Lloyds
TSB Bank plc, BNP Paribas Securities Corp., Wells Fargo Securities, LLC and The
Williams Capital Group, L.P. (the “Underwriters“)
pursuant to the Underwriting Agreement, dated as of July 13, 2010, by and among
the Company and the Underwriters (the “Underwriting
Agreement“).

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In rendering this opinion, we have examined such matters of law as we
considered necessary for the purposes of rendering this opinion. As to matters
of fact material to the opinions expressed herein, we have examined the
following:

(1) the Company153s Amended and Restated Certificate of Incorporation,
certified by the Delaware Secretary of State on July 30, 1999;

(2) the Company153s Amended and Restated Bylaws, approved by the Company153s
Board of Directors (the “Board“) on March 19, 2008 and
certified by the Company153s Secretary on July 20, 2010;

(3) the Registration Statement, together with the exhibits filed as a part
thereof;

(4) the base prospectus comprising part of the Registration Statement (the
“Base Prospectus“) and the accompanying prospectus
supplement applicable to the offering (the “Prospectus
Supplement“);

(5) resolutions of the Board adopted at meetings on August 11, 2005, March
21, 2007, July 18, 2007 and May 19, 2010, resolutions adopted by the Special
Finance Committee of the Board on June 28, 2010, and an Officer153s Certificate,
dated July 20, 2010 establishing the terms of the Takedown Securities (the
“Resolutions“);

(6) the executed Indenture dated October 24, 2007, the form of the Fourth
Supplemental Indenture and the form of the Fifth Supplemental Indenture;

(7) the form of Officer153s Certificate delivered pursuant to Section 2.02 of
the Indenture; and

(8) an Opinion Certificate addressed to us and dated of even date herewith
executed by the Company containing factual and other representations (the
“Opinion Certificate“).

In our examination of documents for purposes of this opinion, we have
assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity and completeness of all documents submitted
to us as originals, the conformity to originals and completeness of all
documents submitted to us as copies, the legal capacity of all persons or
entities executing the same, the lack of any undisclosed termination,
modification,

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waiver or amendment to any document reviewed by us, and the due
authorization, execution and delivery of all documents where due authorization,
execution and delivery are prerequisites to the effectiveness thereof. We have
also assumed that, if and to the extent that the Takedown Securities are issued
in certificated form, the certificates or instruments representing the Takedown
Securities will be, when issued, properly signed by authorized officers of the
Company or their agents, properly authenticated in accordance with the terms of
the Indenture and delivered to the intended recipients with the intent that the
Company be bound thereby. We have also assumed that the Indenture and the
Supplemental Indentures are, and at the time of execution, authentication,
issuance and delivery of the Takedown Securities will be, a valid and legally
binding obligation of the Trustee.

In connection with our opinion expressed below, we have assumed that at or
prior to the time of the delivery of any Takedown Securities, there will not
have occurred any change in law affecting the validity of the Takedown
Securities. We also assume that the Indenture and the Supplemental Indentures
have been validly executed and delivered by the Trustee.

As to matters of fact relevant to this opinion, we have relied solely upon
our examination of the documents referred to above and have assumed the current
accuracy and completeness of the information included in the documents referred
to above and the representations and warranties made by representatives of the
Company to us, including, but not limited to, those set forth in the Opinion
Certificate. We have made no independent investigation or other attempt to
verify the accuracy of any of such information or to determine the existence or
non-existence of any other factual matters.

We are admitted to practice law in the state of California, and this opinion
is rendered only with respect to, and no opinion is expressed herein concerning
the application or effect of the laws of any jurisdiction other than, (i) the
existing laws of the United States of America, (ii) the existing laws of the
State of California, (iii) the Delaware General Corporation Law, the Delaware
Constitution and reported judicial decisions interpreting those laws and (iv)
solely with respect to whether or not the Takedown Securities are the valid and
binding obligations of the Company, the existing laws of the State of New York.

This opinion is qualified by, and is subject to, and we render no opinion
with respect to, the following limitations and exceptions to the enforceability
of the Takedown Securities:

(a) the effect of the laws of bankruptcy, insolvency, reorganization,
arrangement, moratorium, fraudulent conveyance, and other similar laws now or
hereafter in effect relating to or affecting the rights and remedies of
creditors;

(b) the effect of general principles of equity and similar principles,
including, without limitation, concepts of materiality, reasonableness, good
faith and fair dealing, public policy and unconscionability, and the possible
unavailability of specific performance, injunctive relief, or other equitable

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remedies, regardless of whether considered in a proceeding in equity or at
law;

(c) the effect of laws relating to usury or permissible rates of interest for
loans, forebearances or the use of money; and

(d) the effect of provisions relating to indemnification, exculpation or
contribution, to the extent such provisions may be held unenforceable as
contrary to federal or state securities laws.

Based upon the foregoing, we are of the opinion that the Takedown Securities,
when issued, sold and delivered (i) in the manner and for the consideration
approved by the Board in accordance with the Resolutions, (ii) as stated in the
Prospectus Supplement, and (iii) pursuant to the terms of the Underwriting
Agreement, will be validly issued if issued in certificated form, and will
constitute valid and binding obligations of the Company.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to all references to us, if any, in the
Registration Statement, the Base Prospectus and Prospectus Supplement
constituting a part thereof and, provided that the conditions set forth in this
letter are satisfied, any amendments or supplements thereto. In giving this
consent we do not thereby admit that we come within the category of persons
whose consent is required by the Securities Act or by the rules and regulations
promulgated thereunder.

This opinion is intended solely for use in connection with the issuance and
sale of the Takedown Securities subject to the Registration Statement and is not
to be relied upon for any other purpose. This opinion speaks as of the date
first above written, and we assume no obligation to advise you, or any other
person or entity, of any fact, circumstance, event or change in the law or the
facts that may hereafter be brought to our attention whether or not such
occurrence would affect or modify the opinions expressed herein.

	Very truly yours,
	FENWICK & WEST LLP
	By:	/s/ Fenwick & West LLP

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