Exhibit 5.1


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

December 13, 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.

         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