POSTAL ADDRESS		Postbus 71170 1008 BD AMSTERDAM
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				TELEPHONE		020 578 5758
				FAX		020 578 5836
				INTERNET		www.loyensloeff.com

To:

Sensata Technologies Holding N.V.

Kolthofsingel 8

7602 EM, Almelo

The Netherlands

SENSATA TECHNOLOGIES HOLDING N.V.

Privileged

Amsterdam, 16 February 2011

Dear Sir/Madam,

You have requested us, as your special counsel on certain matters of Dutch law to render an opinion in connection with the proposed filing of a registration statement, including a prospectus, relating to the Shares (as defined below).

Headings used in this opinion are for ease of reference only and shall not affect the interpretation hereof.

In this opinion:

“Commission” means the Securities and Exchange Commission;

“Company” means Sensata Technologies Holding N.V., a public company with limited liability under Dutch law;

“Existing Shares” means up to 22,659,951 ordinary shares in the capital of the Company issued and outstanding on the date hereof to be sold by certain Selling Shareholders to the Underwriters;

“Management Shareholders” means the Selling Shareholders other than Sensata Investment Company S.C.A. and any charities which may receive a distribution of Existing Shares (either directly or indirectly) from Sensata Investment Company S.C.A.;

“Option Shares” means up to 340,049 ordinary shares in the capital of the Company to be sold by the Management Shareholders to the Underwriters after the exercise of existing options;

“Registration Statement” means the registration statement on Form S-1, including a prospectus, relating to the Shares, filed with the Commission on 2 February 2011;

“Selling Shareholders” means the selling shareholders named in the Registration Statement;

AMSTERDAM • ANTWERP • ARNHEM • BRUSSELS • EINDHOVEN • LUXEMBOURG • ROTTERDAM • ARUBA • CURAÇAO • FRANKFURT •

DUBAI         • GENEVA     •     LONDON     •     NEW YORK     •     PARIS     •     SINGAPORE     •     TOKYO     •     ZURICH

“Shares” means the Option Shares and the Existing Shares;

“Underwriters” means the underwriters named in the Registration Statement; and

“Underwriting Agreement” means the underwriting agreement by and between the Company and the Underwriters.

In rendering this opinion, we have examined and relied—as to factual matters only—upon, inter alia, an electronically transmitted copy of the executed Registration Statement and upon the following documents as we have deemed necessary for the purposes of this opinion:

For the purpose of the opinions expressed herein, we have assumed:

Based upon the foregoing and subject to the limitations stated hereinafter, we are of the opinion that on the date hereof:

This opinion and any issues arising under this opinion will be governed by Dutch law.

This opinion letter is strictly limited to the matters stated herein and may not be read as extending by implication to any matters not specifically referred to.

This opinion letter is being issued in connection with the transactions to which the Registration Statement relates.

We hereby consent to the filing of this opinion with the Commission as Exhibit 5.1 to the Registration Statement. We also consent to the reference to our firm under the heading “Legal Matters” in the Registration Statement. In giving this consent, we do not thereby admit that we are in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Commission.

Yours faithfully,

Loyens & Loeff N.V.

ANNEX 1

MANAGEMENT CERTIFICATE

[To be attached as separate document]

CERTIFICATE OF THE BOARD

OF

SENSATA TECHNOLOGIES HOLDING N.V.

2 February 2011

The undersigned, together constituting the entire board of directors (the “Board”) of Sensata Technologies Holding N.V., a public limited liability company (naamloze vennootschap) incorporated under the laws of the Netherlands having its registered office address at Kolthofsingel 8, 7602 EM, Almelo, the Netherlands (the “Company”),

HEREBY CERTIFY

This certificate is provided to Loyens & Loeff, with the understanding that they will rely thereon in, and will assume the correctness of the above statements as of the date of the opinion letter (the “Opinion”) to be issued in connection with the filling of a registration statement on Form S-1, including a prospectus, to be filed with the Securities and Exchange Commission on or about the date hereof.

Board Certificate Sensata Technologies Holding N.V.

Signed on the date first written above.

Board Certificate Sensata Technologies Holding N.V.