Exhibit 5.1
RICHARDSON
& PATEL, LLP
10900
Wilshire Blvd.
Suite
500
Los
Angeles, California 90024
Tel
(310)
208-1182
Fax
(310)
208-1154
November
1, 2006
Oxis
International, Inc.
323
Vintage Park Drive, Suite B
Foster
City, California 94404
Re:
AMENDED AND RESTATED 2003 CONSULTANT STOCK PLAN
Ladies
and Gentlemen:
We
have
acted as counsel to Oxis International, Inc., a Delaware corporation (the
"Company"), in connection with the preparation of the filing with the Securities
and Exchange Commission under the Securities Act of 1933 of the Company's
Registration Statement on Form S-8 relating to 2,000,000 shares of the Company's
common stock (the "Shares").
In
connection with that registration, we have reviewed the proceedings of the
Board
of Directors of the Company relating to the registration and proposed issuance
of the Shares, the Certificate of Incorporation of the Company and all
amendments thereto, the Bylaws of the Company and all amendments thereto, and
such other documents and matters as we have deemed necessary to the rendering
of
the following opinion.
Based
upon that review, it is our opinion that the Shares, when issued will be legally
issued, fully paid, and nonassessable. We do not find it necessary for the
purposes of this opinion to cover, and accordingly we express no opinion as
to
the application of the securities or blue sky laws of the various states of
the
United States to the issuance and sale of the Shares.
We
consent to the use of this opinion in the registration statement filed with
the
Securities and Exchange Commission in connection with the registration of the
Shares and to the reference to our firm under the heading "Interests of Named
Experts and Counsel" in the registration statement.
/s/
RICHARDSON & PATEL, LLP