Exhibit
5.1
Richardson
& Patel LLP
10900
Wilshire Boulevard, Suite 500
Los
Angeles, California 90024
Telephone
(310) 208-1182
Facsimile
(310) 208-1154
December
8, 2006
OXIS
International, Inc.
323
Vintage Park Drive, Suite B
Foster
City, California 94404
Ladies
and Gentlemen:
We
have
examined the Registration Statement on Form SB-2 to be filed by OXIS
International, Inc., a Delaware corporation (the “Company”), with the Securities
and Exchange Commission on or about December 8, 2006 (the “Registration
Statement”), relating to the registration under the Securities Act of 1933, as
amended, of 19,362,857 shares of the Company’s Common Stock, $0.001 par value
(the “Shares”). As counsel to the Company, we have examined the proceedings
taken by the Company in connection with the registration of the Shares.
It
is our
opinion that the Shares, when sold in the manner described in the Registration
Statement and the related Prospectus, will be legally issued, fully paid and
nonassessable.
We
consent to the use of this opinion as an exhibit to the Registration Statement
and further consent to all references to us in the Registration Statement and
any amendments thereto.
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Very truly yours, |
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/s/ Richardson & Patel
LLP |