EXHIBIT 5.1

                                 March 29, 2000

Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C.  20549

      Re:   Registration Statement on Form S-3
            for NeoMedia Technologies, Inc.

Ladies and Gentlemen:

     As legal counsel for NeoMedia Technologies, Inc., a Delaware corporation
(the "Company"), we are rendering this opinion in connection with the
preparation and filing of a registration statement on Form S-3 (the
"Registration Statement") relating to the registration under the Securities Act
of 1933, as amended, of up to 2,825,762 additional shares of the Company's
Common Stock (the "Common Stock").

     We have examined such instruments, documents and records as we have deemed
relevant and necessary for the basis of our opinion hereinafter expressed. In
such examination, we have assumed the genuineness of all signatures and the
authenticity of all documents submitted to us as originals and the conformity to
the originals of all documents submitted to us as copies.

     Based on such examination, we are of the opinion that the shares of Common
Stock of the Company being registered pursuant to the Registration Statement
are, respectively, duly authorized securities of the Company and, in the case of
the Common Stock, duly authorized shares of Common Stock which, when sold, will
be legally and validly issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement referred to above and the use of our name wherever it
appears in said Registration Statement.

     This opinion is to be used only in connection with the instant registration
of Common Stock and the issuance of the Common Stock while the Registration
Statement is in effect.

                             Respectfully submitted,

                            /s/ MERRICK & KLIMEK P.C.
                            -------------------------
                            MERRICK & KLIMEK, P.C.