Exhibit 5.1

                    OPINION OF JACKSON, TUFT, COLE & BLACK

July 17, 1995

OXIS International, Inc.
6040 N. Cutter Circle
Suite 317
Portland, Oregon 97217-3935

Ladies and Gentlemen:

       With reference to the Registration Statement on Form S-3 (the
"Registration Statement") to be filed by OXIS International, Inc., a Delaware
corporation (the "Company"), with the Securities and Exchange Commission under
the Securities Act of 1933, as amended, relating to 5,075,073 shares of Common
Stock, par value $.50 per share, of the Company (the "Common Stock"), it is our
opinion that with respect to (i) the shares of Common Stock to be offered and
sold pursuant to the Registration Statement which are issued and outstanding on
the date hereof, such shares of Common Stock are legally issued, fully paid and
nonassessable and (ii) the shares of Common Stock to be offered and sold
pursuant to the Registration Statement which are issuable pursuant to the terms
of stock options or warrants, such shares of Common Stock, when issued and sold
in accordance with the applicable stock option or warrant, will be legally
issued, fully paid and nonassessable.

       We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to the Registration Statement.


                                         Very truly yours,



                                         Jackson, Tufts, Cole & Black




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