Exhibit 5.1
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1320 Centre Street, Suite 202 Newton, MA 02459 Phone: 617-243-0060 Fax: 617-243-0066 |
July 9, 2009
Oculus Innovative Sciences, Inc.
1129 N. McDowell Blvd.
Petaluma, California 94954
1129 N. McDowell Blvd.
Petaluma, California 94954
Re: Registration Statement on Form S-1
Gentlemen:
I have acted as counsel to Oculus Innovative Sciences, Inc., a Delaware corporation (the
“Company”), in connection with the preparation and filing with the Securities Exchange Commission
of a Registration Statement on Form S-1 (the “Registration Statement”),
pursuant to which the Company is registering under the Securities Act of 1933, as amended, up to 1,900,000
units, comprised of (i) 1,900,000 shares (the “Shares”) of its common stock, par value $0.0001 per share (the
“Common Stock”) and (ii) 950,000 shares of Common Stock which are issuable by the Company upon the exercise of outstanding
warrants (the “Warrants”) to purchase shares of Common Stock (the “Warrant Shares”), which Shares and
Warrant Shares may be sold from time to time on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act.
This opinion is being
rendered in connection with the filing of the Registration Statement. All capitalized terms used
herein and not otherwise defined shall have the respective meanings given to them in the
Registration Statement.
In connection with this opinion, I have examined the Company’s Restated Certificate of
Incorporation, Amended and Restated Bylaws and such other records of the corporate proceedings of
the Company and certificates of the Company’s officers as I deemed relevant, as well as the
Registration Statement and the exhibits thereto.
In my examination, I have assumed the genuineness of all signatures, the legal capacity of natural
persons, the authenticity of all documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified or photostatic copies and the authenticity
of the originals of such copies.
Based on the foregoing, and subject to the limitations set forth below, I am of the opinion that the Shares
(except for the Warrant Shares) have been duly authorized and, upon issuance and delivery against payment
therefor, will be validly issued, fully paid and non-assessable and, assuming a sufficient number of authorized
but unissued shares of Common Stock are available for issuance when the Warrants are exercised, if, as and when the Warrant Shares are issued and delivered by the Company pursuant to the terms of each of the
Warrants and as described in the Registration Statement, the Warrant Shares will be validly issued, fully paid
and non-assessable.
My opinion is limited to the Delaware General Corporation Law and federal securities laws of the
United States and I express no opinion with respect to the laws of any other jurisdiction. No
opinion is expressed herein with respect to the qualification of the Shares under the securities or
blue sky laws of any state or any foreign jurisdiction.
This opinion is based up on currently existing statutes, rules, regulations and judicial decisions,
and even though the Shares may be issued from time to time on a delayed or continuous basis, I
disclaim any obligation to advise you of any change in any of these sources of law or subsequent
legal or factual developments which might affect any matters or opinions set forth herein.