Innovus Pharmaceuticals CORRESP Correspondence with SEC

Weintraub LAW GROUP PC Business and Corporate Finance  10085 CARROLL CANYON ROAD, SUITE 230 SAN DIEGO, CALIFORNIA 92131   TELEPHONE (858) 566-7010 FACSIMILE (858) 566-7015 INFO@WEINTRAUBLAWGROUP.COM

August 23, 2016

Suzanne Hayes

Assistant Director

Office of Healthcare and Insurance

Division of Corporate Finance

Securities and Exchange Commission

100 F. Street N.E.

Washington, D.C. 20549

RE:           Innovus Pharmaceuticals, Inc.

Registration Statement on Form S-1

Filed August 9, 2016

File No. 333-213016

Ms. Hayes,

This Correspondence is in response to the written comments provided on August 19, 2016 in reference to our filing of the Form S-1 Registration Statement on August 9, 2016 on behalf of Innovus Pharmaceuticals, Inc. (the “Company”), your file number 333-213016.  We provide the following:

Exhibit 5.1 – Opinion of Weintraub Law Group, PC

1.  We note that the opinion indicates that shares will be validly issued, fully paid and non-assessable upon issuance. However, we also note that 7.5 million shares being registered (i.e. the “Issuance Shares”) have already been issued. With regard to these shares, please revise the opinion to indicate whether they are validly issued, fully paid and non-assessable.

RESPONSE:   We have revised Exhibit 5.1, the Opinion of Weintraub Law Group, PC to reflect that the 7.5 million Issuance Shares are validly issued, fully paid and non-assessable.

In connection with the response to your comments, Innovus Pharmaceuticals, Inc. acknowledges that:

· the Company is responsible for the adequacy and accuracy of the disclosure in the filing;

· should the Commission or the staff, acting pursuant to delegated authority, declare the filing effective, it does not foreclose the Commission from taking any action with respect to the filing;

· the action of the Commission or the staff, acting pursuant to delegated authority, in declaring the filing effective, does not relieve the company from its full responsibility for the adequacy and accuracy of the disclosure in the filing; and

· the Company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.

If you have any additional questions, please do not hesitate to contact me at (858) 566-7010.

Yours truly,

/s/ Jennifer Trowbridge

Weintraub Law Group, PC