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                                                                     EXHIBIT 5.1


   
                                  June 16, 1998
    

NeoMedia Technologies, Inc.
2201 Second Street
Suite 100
Fort Myers, Florida 33901

Attention: President

     RE:  NEOMEDIA TECHNOLOGIES, INC.
          REGISTRATION STATEMENT ON FORM S-3

Ladies and Gentlemen:

     We have examined the form of registration statement on Form S-3 (the
"Registration Statement") being filed by NeoMedia Technologies, Inc., a Delaware
corporation (the "Company"), with the United States Securities and Exchange
Commission in connection with the registration under the Securities Act of 1933,
as amended, of a total of 2,718,332 shares of the Company's common stock, $01
par value ("Common Stock"), for resale by the selling securities holders listed
in the Registration Statement, of which 1,216,000 shares are currently issued
and outstanding and 1,502,332 shares are issuable upon exercise of several
common stock purchase warrants.

     We have acted as securities counsel for the Company in connection with the
preparation of the Registration Statement, and we have examined the corporate
proceedings relating to the authorization, issuance and sale of the securities
referred to above. For purposes of this opinion, we have assumed (i) the
accuracy and completeness of all data supplied by the Company, its officers,
directors or agents, and (ii) that all requisite authorizations, approvals,
consents or exemptions under the securities laws of the various states and other
jurisdictions of the United States shall have been obtained.

     Based on the foregoing, it is our opinion that the currently issued and
outstanding 1,216,000 shares of Common Stock covered by the Registration
Statement are validly issued, fully paid and non-assessable and the 1,502,332
shares of Common Stock issuable upon



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NeoMedia Technologies, Inc.
June 16, 1998
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exercise of the several common stock purchase warrants when the exercise is paid
in full in accordance with the terms and conditions of each common stock
purchase warrant will be validly issued, fully paid and non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement.

                                    Very truly yours,

                                    /s/ FISHMAN, MERRICK, MILLER, GENELLY,
                                       SPRINGER, KLIMEK & ANDERSON, P.C.
                                    ---------------------------------------
                                    Fishman, Merrick, Miller, Genelly,
                                    Springer, Klimek & Anderson, P.C.