[Letterhead of Sheppard, Mullin, Richter & Hampton LLP]



______ __, 2004



Deckers Outdoor Corporation
495-A South Fairview Avenue
Goleta, California 93117

               Re:  Registration Statement on Form S-3

Ladies and Gentlemen:

               We have acted as special counsel to Deckers Outdoor Corporation,
a Delaware corporation (the "Company"), in connection with the filing of a
registration statement on Form S-3 (the "Registration Statement") under the
Securities Act of 1933, as amended, covering the offering for sale of an
aggregate of up to 4,025,000 shares of the Company's Common Stock, $0.01 par
value (the "Shares"), of which 1,500,000 shares will be sold by the Company and
2,525,000 shares will be sold by the selling stockholders named therein (the
"Selling Stockholders"). Some of the shares to be sold by the Selling
Stockholders will be purchased by the Selling Stockholders immediately prior to
their sale under outstanding stock options (the "Stockholder Option Shares") and
the rest are currently outstanding (the "Stockholder Outstanding Shares"). This
opinion is being furnished in accordance with the requirements of Item 16 of
Form S-3 and Item 601(b)(5)(i) of Regulation S-K.

               In connection with this opinion, we have reviewed the
Registration Statement, the Company's charter documents, the resolutions adopted
by the Board of Directors of the Company on __________ and such other documents,
records, certificates, memoranda and other instruments as we deem necessary as a
basis for this opinion. With respect to the foregoing documents, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity to originals of all documents submitted to
us as certified or reproduced copies. We also have obtained from the officers of
the Company certificates as to certain factual matters and, insofar as this
opinion is based on matters of fact, we have relied on such certificates without
independent investigation.

               Based on the foregoing review, and in reliance thereon, we are of
the opinion that (i) the Stockholder Outstanding Shares, are duly authorized,
validly issued, fully paid and non-assessable; (ii) the Shares to be sold by the
Company, when issued and sold in the manner contemplated in the Registration
Statement, will be validly issued, fully paid and non-assessable; and (iii) the
Stockholder Option Shares, when issued and paid for as contemplated in the
applicable stock option agreements and sold as contemplated in the Registration
Statement, will be duly authorized, validly issued, fully paid and
non-assessable.


               We consent to the filing of this opinion letter as Exhibit 5.1 to
the Registration Statement and to the "Legal Matters" portion of the Prospectus.

               We express no opinion as to matters governed by any laws other
than the Delaware General Corporation Law, the applicable provisions of the
Delaware Constitution and reported decisions of the Delaware courts interpreting
these laws.

               This opinion letter is rendered as of the date first written
above and we disclaim any obligation to advise you of facts, circumstances,
events or developments which hereafter may be brought to our attention and which
may alter, affect or modify the opinion expressed herein. Our opinion is
expressly limited to the matters set forth above and we render no opinion,
whether by implication or otherwise, as to any other matters relating to the
Company or the Shares.


                                                  Respectfully submitted,