EXHIBIT 5.1
PILLSBURY
WINTHROP SHAW PITTMAN LLP
2475 Hanover Street
Palo Alto, CA 94304
February 13, 2008
Oculus Innovative Sciences, Inc.
1129 N. McDowell Blvd.
Petaluma, California 94954
Re: Registration Statement on Form S-3
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-3 (the “Registration
Statement”) relating to the registration under the Securities Act of 1933 (the “Act”) of the
following securities of the Company having an aggregate initial public offering price of up to U.S.
$75,000,000 or the equivalent thereof in one or more foreign currencies, foreign currency units or
composite currencies: (a) shares of Common Stock, par value $0.0001 per share (“Common Stock”),
(b) shares of Preferred Stock, par value $0.0001 per share (“Preferred Stock”), in one or more
series, (c) depositary shares evidenced by depositary receipts, each representing fractional
interests in Preferred Stock (“Depositary Shares”), and (d) warrants to purchase Common Stock,
Preferred Stock, Depositary Shares, or any combination thereof (“Warrants”). The Common Stock,
Preferred Stock, Depositary Shares, and Warrants are collectively referred to herein as the
“Securities.”
We have reviewed and are familiar with such corporate proceedings and other matters as we have
deemed necessary for this opinion. In rendering this opinion, we have assumed that (i) where
applicable, the Securities will be properly authenticated by the manual signature of an authorized
representative of the Trustee, warrant agent, depositary or transfer agent, and (ii) the signatures
on all documents examined by us are genuine, which assumptions we have not independently verified.
Based upon the foregoing, we are of the opinion that
1. With respect to the Common Stock, when the Board of Directors of the Company or a duly
authorized committee of such Board (such Board of Directors or committee being referred to herein
as the “Board”) has taken all necessary corporate action to approve the issuance and establish the
terms of the offering of shares of the Common Stock and related matters and when such shares have been
issued and sold by the Company in the manner contemplated by
the Registration Statement and in accordance with such Board action, such shares of Common Stock
(including any Common Stock duly issued upon conversion, exchange or exercise of any other Security
in accordance with the terms of such Security or the instrument governing such Security providing
for such conversion, exchange or exercise as approved by the Board) will be duly authorized,
legally issued, fully paid and nonassessable.
February 13, 2008
Page 2
2. With respect to the Preferred Stock, when the Board has taken all necessary corporate
action to approve the issuance and establish the terms of any particular series of Preferred Stock,
the offering thereof and related matters, including the filing of a certificate of designations
conforming to the Delaware General Corporation Law regarding the Preferred Stock with the Secretary
of State of the State of Delaware, and when shares of such series of Preferred Stock have been
issued and sold by the Company in the manner contemplated by the Registration Statement and in
accordance with such Board action, such shares of such series of Preferred Stock (including any
Preferred Stock duly issued upon conversion, exchange or exercise of any other Security in
accordance with the terms of such Security or the instrument governing such Security providing for
such conversion, exchange or exercise as approved by the Board) will be duly authorized, legally
issued, fully paid and nonassessable.
3. With respect to the Depositary Shares, when (a) the Board has taken all necessary corporate
action to approve the issuance and establish the terms of the series of Preferred Stock to be
issued in connection therewith, the offering of such Depositary Shares in such series of Preferred
Stock, and related matters, including the filing of a certificate of designations conforming to the
Delaware General Corporation Law regarding the Preferred Stock with the Secretary of State of the
State of Delaware, (b) a deposit agreement has been duly authorized, executed and delivered by the
Company and a bank or trust company to be selected by the Company, as depositary (a “Deposit
Agreement”), which Deposit Agreement establishes the terms of the Depositary Shares and their
issuance and sale, (c) the shares of such series of Preferred Stock have been deposited with such
depositary in accordance with the applicable Deposit Agreement, (d) such shares of such series of
Preferred Stock have been issued and sold in the manner contemplated by the
Registration Statement and in accordance with such Board action, and (e) receipts (“Receipts”) evidencing Depositary
Shares are duly issued against the deposit of such series of Preferred Stock in accordance with the
Deposit Agreement, such Depositary Shares will be duly authorized, validly issued, fully paid and
nonassessable and such Receipts will be duly authorized and validly issued and entitle the holders
thereof to the rights specified in the Deposit Agreement, except as may be limited by applicable
bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and similar laws affecting or relating
to the rights of creditors generally, by general principles of equity (regardless of whether
considered in a proceeding in equity or at law), and by requirements of reasonableness, good faith
and fair dealing.
4. With respect to the Warrants, when (a) one or more agreements incorporating the terms and
other provisions thereof has been duly executed and delivered by the Company and a warrant agent (a
“Warrant Agreement”), (b) the Board has taken all necessary corporate action to approve the
issuance and establish the terms of the Warrants, the terms of the offering of such Warrants, and
related matters, (c) the Warrant certificates have been duly executed and authenticated or
countersigned in accordance with the terms of the appropriate Warrant Agreement, and (d) the
Warrants have been issued and sold in the manner contemplated by the
February 13, 2008
Page 3
Registration Statement and in
accordance with the applicable Warrant Agreement, the Warrants will be valid and legally binding
obligations of the Company, enforceable against the Company in accordance with their terms, except
as may be limited by applicable bankruptcy, insolvency, reorganization, moratorium, fraudulent
transfer and similar laws affecting or relating to the rights of creditors generally, by general
principles of equity (regardless of whether considered in a proceeding in equity or at law), and by
requirements of reasonableness, good faith and fair dealing.
In connection with the opinions expressed above, we have assumed that, at or prior to the time of
the delivery of any such Security, the Registration Statement, and any amendments thereto
(including post-effective amendments) will have been declared effective, a Prospectus Supplement
will have been prepared and filed with the Securities and Exchange Commission (the “Commission”)
describing the Securities offered thereby, the authorization of such Security will not have been
modified or rescinded by the Board, and there will not have occurred any change in law affecting
the validity or enforceability of such Security. We have also assumed that none of the terms of
any Security to be established subsequent to the date hereof nor the issuance and delivery of such
Security, nor the compliance by the Company with the terms of such Security, will violate any
applicable federal or state law or will result in a violation of any provision of any instrument or
agreement then binding upon the Company or any restriction imposed by any court or governmental
body having jurisdiction over the Company.
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 Commission promulgated thereunder.
Very truly yours,
/s/ Pillsbury
Winthrop Shaw Pittman LLP