EXHIBIT 5

                                REITLER BROWN LLC

800 Third Avenue                                                  (212) 209-3050
New York, NY  10022-7604                                      Fax (212) 371-5500

                                          April 2, 2002

NeoMedia Technologies, Inc.
2201 Second Street, Suite 600
Fort Myers, Florida 33901-3083

         Re:  Registration Statement on Form S-8

Ladies and Gentlemen:

         We have acted as special securities counsel to NeoMedia Technologies,
Inc., a Delaware corporation (the "Company"), in connection with the
registration under the Securities Act of 1933, as amended (the "Securities
Act"), of 6,685,350 shares of Common Stock, $0.01 par value of the Company (the
"Shares"), issuable by the Company upon exercise of options granted or which may
be granted under the Company's 1998 Stock Option Plan (the "Plan") pursuant to
the Registration Statement on Form S-8 being filed with the Securities and
Exchange Commission (the "Registration Statement").

         We have examined the originals or certified copies of the Company's
certificate of incorporation, as amended, the Company's bylaws, as amended, and
the Plan, as amended, and such other corporate records, certificates of officers
of the Company and/or public officials and documents as we deemed relevant and
necessary as the basis for the opinion set forth below. In addition, we have
relied upon certificates of officers of the Company as to certain factual
matters as we deemed necessary for purposes hereof. In such examination, we have
assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as conformed or photostatic copies and the
authenticity of the originals of such copies.

         Based on the foregoing, we are of the opinion that when issued in
accordance with the terms of the Plan and the agreements and/or grant or award
letters by which options for the Shares have been granted or will be granted,
the Shares will be legally issued, fully paid and non-assessable.

         We are admitted to practice in the State of New York, and are not
admitted to practice in the State of Delaware. However, for the limited purposes
of our opinion set forth above, we are generally familiar with the General
Corporation Law of the State of Delaware (the "DGCL") as presently in effect and
have made such inquiries as we consider necessary to render this opinion with
respect to a Delaware corporation. This opinion letter is limited to the laws of
the State of New York and, to the limited extent set forth above, the DGCL, as
such laws presently exist and to the facts as they presently exist. We assume no
obligation to revise or supplement this opinion letter should the laws of such
jurisdictions be changed after the date hereof by legislative action, judicial
decision or otherwise.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, we do not admit that we are
within the category of persons whose consent is required under the Securities
Act, including Section 7 thereof, or rules and regulations promulgated
thereunder.

                                                           Very truly yours,

                                                           REITLER BROWN LLC
                                                           /s/ Reitler Brown LLC