Exhibit 5(a)

February 25, 2005

OXIS International, Inc.

6040 N. Cutter Circle, Suite 317

Portland, OR 97217

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 February [25], 2005 (the “Registration Statement”), relating to the registration under the Securities Act of 1933, as amended, of 25,141,524 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.