Exhibit 5.1

                   Kirkpatrick & Lockhart Nicholson Graham LLP
                             Miami Center-20th Floor
                            201 S. Biscayne Boulevard
                            Miami, Florida 33131-2399
                                 (305) 539-3300

May 25, 2005

NeoMedia Technologies, Inc.
2201 Second Street, Suite 402
Fort Myers, Florida 33901

         Re: Registration Statement on Form S-3

Ladies and Gentlemen:

      We have  acted as  counsel  to  NeoMedia  Technologies,  Inc.,  a Delaware
corporation  (the "Company"),  in connection with its Registration  Statement on
Form S-3 (the "Registration  Statement") filed with the United States Securities
and Exchange  Commission under the Securities Act of 1933, as amended (the "1933
Act").  The  Registration  Statement  relates to the  issuance by the Company of
54,000,000 shares of its common stock, par value $0.01 per share (the "Shares"),
underlying previously issued warrants by the Company.


      You have  requested  our  opinion  as to the  matters  set forth  below in
connection  with the  Registration  Statement.  For purposes of  rendering  that
opinion, we have examined the Registration Statement,  the Company's Certificate
of  Incorporation  (as  amended)  and  bylaws,  and  we  have  made  such  other
investigation  as we have deemed  appropriate.  We have examined and relied upon
certificates  of public  officials  and, as to certain  matters of fact that are
material to our opinion,  we have also relied on a certificate  of an officer of
the Company.  In rendering our opinion,  we also have made the assumptions  that
are customary in opinion letters of this kind. We have not verified any of those
assumptions.

      Our opinion set forth below is limited to the Delaware General Corporation
Law,  including  the  applicable  provisions  of the Delaware  Constitution  and
reported judicial decisions interpreting those laws.

      Based upon and subject to the foregoing, it is our opinion that the Shares
are duly authorized for issuance by the Company and, when issued and paid for as
described in the  Prospectus  included in the  Registration  Statement,  will be
validly issued, fully paid, and nonassessable.

      We hereby  consent  to the  filing of this  opinion  as an  exhibit to the
Registration  Statement  and  to the  reference  to  this  firm  in the  related
Prospectus  under the caption "Legal  Matters".  In giving our consent we do not
thereby  admit that we are in the category of persons  whose consent is required
under Section 7 of the 1933 Act or the rules and regulations thereunder.

Very truly yours,

/s/ Kirkpatrick & Lockhart Nicholson Graham LLP


KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP