Exhibit 5.1
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1320 Centre Street, Suite 202 Newton, MA 02459 Phone: 617-243-0060 Fax: 617-243-0066 |
July 21, 2009
Oculus Innovative Sciences, Inc.
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 (the “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 warrants (the
“Warrants”) to purchase shares of Common Stock (the
“Warrant Shares”), which 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:
1. The Company has duly authorized 100,000,000 shares
of Common Stock, of which 20,582,342 shares were issued and
outstanding as of July 17, 2009.
2. The Units constitute valid and legally binding
obligations of the Company and, upon issuance and delivery
against payment therefor, will be validly issued, fully paid and
non-assessable.
3. The Shares (except for the Warrant Shares) underlying
the Units have been duly authorized and, upon issuance and
delivery against payment therefor, will be validly issued, fully
paid and non-assessable.
4. The Warrants constitute valid and legally binding
obligations of the Company under the laws of the State of
California, as applied to contracts made and performed within
such State, to issue the Warrant Shares assuming the holder has
complied with the terms of the Warrants governing the obligation
to issue such Warrant Shares.
5. The Warrant Shares have been duly authorized and, if and
when the Warrants are exercised, provided that the Warrant
Shares are subsequently issued and delivered by the Company
pursuant to the terms 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 laws of the State of California,
solely as it relates to the fourth paragraph above, the Delaware
General Corporation Law, as currently in effect, including all
applicable provisions of the Delaware Constitution and reported
judicial decisions interpreting these laws, and federal
securities laws of the United States