February
18, 2011
Oculus
Innovative Sciences, Inc.
1129 N.
McDowell Blvd.
Petaluma,
California 94954
Re:
Registration Statement on Form S-3 Filed on December 23, 2010
Ladies
and 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-3 filed on
December 23, 2010 (the “Registration Statement”), pursuant to which the Company
is registering under the Securities Act of 1933, as amended, the following
securities of the Company having an aggregate initial public offering price not
to exceed 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) warrants to purchase Common Stock,
Preferred Stock or any combination thereof (“Warrants”), and (d) Units
consisting of one or more shares of Common Stock, Preferred Stock or Warrants or
any combination thereof (“Units”). The Preferred Stock and Warrants may be
convertible into or exercisable or exchangeable for Common or Preferred Stock.
The Common Stock, Preferred Stock, Warrants and Units are collectively referred
to herein as the “Securities.”
The
offering or offerings may be offered 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 items 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, as amended, both as currently in
effect, 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 person, 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 such
copies.
Based
upon the foregoing, and subject to the limitations set forth below, I am 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.
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 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 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.
4.
With respect to the Units, when (i) the Board of Directors of the
Company has taken all necessary corporate action to approve the issuance and
terms of the Units, the terms of the offering thereof and related matters,
(ii) the Registration Statement, as finally amended (including all
necessary post-effective amendments), has become effective under the Securities
Act, (iii) the agreement relating to the Units in a form to be included as
an exhibit to the Registration Statement has been executed and delivered and
(iv) the Units have been duly executed, countersigned, delivered and sold
in the applicable form as contemplated by the prospectus contained in the
Registration Statement and any prospectus supplements relating to the Units, and
the Warrants comprising part of the Units will constitute valid and legally
binding obligations of the Company, any Common Stock, or Preferred Stock
comprising part of the Units will be validly issued, fully paid and
nonassessable and by reason of the offered Securities comprising the Units being
valid and legally binding obligations of the Company and/or validly issued,
fully paid and nonassessable, the Units themselves will constitute valid and
legally binding obligations of the Company.
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 Securities under the securities or blue
sky laws of any state or any foreign jurisdiction.
I
understand that you wish to file this opinion as an exhibit to the Registration
Statement, and I hereby consent thereto. I further consent to the
reference to my name and firm in the Registration Statement.
Very
truly yours,
/s/ Amy Trombly,
Esq.
Amy
Trombly, Esq.