Exhibit 5.1
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2475 Hanover Street
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Tel 650.233.4500 |
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Palo Alto, CA 94304-1114
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Fax 650.233.4545 |
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www.pillsburylaw.com |
December 15, 2006
Oculus Innovative Sciences, Inc.
1129 N. McDowell Boulevard
Petaluma, CA 94954
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Re: |
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Registration Statement on Form S-1 |
Ladies and Gentlemen:
We are acting as counsel for Oculus Innovative Sciences, Inc., a Delaware corporation (the
“Company”), in connection with the Registration Statement on Form S-1 (Registration No. 333-135584)
relating to the registration under the Securities Act of 1933 (the “Act”), of 3,538,461 shares of
Common Stock, par value $0.0001 per share (the “Common Stock”) of the Company, all of which are
authorized but heretofore unissued shares (including 461,538 shares subject to the
underwriters’ over-allotment option) to be offered and sold by the Company. Such Registration
Statement, as amended, and including any registration statement related thereto and filed pursuant
to Rule 462(b) under the Act (a “Rule 462(b) Registration Statement”) is herein referred to as the
“Registration Statement.”
We have reviewed and are familiar with such corporate proceedings and other matters as we have
deemed necessary for this opinion. Based upon the foregoing, we are of the opinion that the shares
of Common Stock to be offered and sold by the Company (including any shares of Common Stock
registered pursuant to a Rule 462(b) Registration Statement) have been duly authorized and, when
issued and sold by the Company in the manner described in the Registration Statement and in
accordance with the resolutions adopted by the Board of Directors of the Company, will be validly
issued, fully paid and nonassessable. This opinion is limited to matters governed by the General
Corporation Law of the State of Delaware.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to
the use of our name under the caption “Legal Matters” in the Registration Statement and in the
Prospectus included therein. In giving this consent, we do not thereby admit that we are within
the category of persons whose consent is required under Section 7 of the Act or the rules and
regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/
Pillsbury Winthrop Shaw Pittman LLP