Exhibit 5


                       PORTER, WRIGHT, MORRIS & ARTHUR LLP
                              41 South High Street
                            Columbus, Ohio 43215-6194
                             Telephone: 614/227-2000
                             Facsimile: 614/227-2100


                                December 22, 2005

Neoprobe Corporation
425 Metro Place North, Suite 300
Dublin, Ohio  43017


         Re:  Registration Statement on Form S-8
              Neoprobe Corporation Amended and Restated 2002 Stock
              Incentive Plan (the "Plan")

Ladies and Gentlemen:

         We have acted as counsel for Neoprobe Corporation, a Delaware
corporation ("Neoprobe"), in connection with the Registration Statement on Form
S-8 (the "Registration Statement"), filed by Neoprobe with the Securities and
Exchange Commission under the Securities Act of 1933, with respect to the
registration of 2,000,000 shares of Neoprobe Common Stock, $.001 par value (the
"Shares"), to be issued under the Plan.

         In connection with this opinion, we have examined such corporate
records, documents and other instruments of the registrant as we have deemed
necessary.

         Based on the foregoing, we are of the opinion that the Shares will,
when issued and paid for in accordance with the provisions of the Plan, be
legally issued, fully paid and nonassessable, and entitled to the benefits of
the Plan.

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


                                         Very truly yours,

                                         /s/ Porter, Wright, Morris & Arthur LLP

                                         PORTER, WRIGHT, MORRIS & ARTHUR LLP