EXHIBIT 5.1




October 16, 2003

Neomedia Technologies, Inc.
2201 Second Street, Suite 600
Fort Meyers, Florida 33901


Re:      Neomedia Technologies, Inc. (the "Corporation")
         Registration Statement on Form S-8 (the "Registration Statement")

Gentlemen:

         We have acted as special  counsel to the Corporation in connection with
the  preparation  of the  Registration  Statement  filed with the Securities and
Exchange  Commission  pursuant to the  Securities  Act of 1933,  as amended (the
"1933  Act"),  relating to the  proposed  public  offering of up to  150,000,000
shares of the Corporation's common stock, par value $0.01 per share (the "Common
Stock").

         We are furnishing this opinion to you in accordance with Item 601(b)(5)
of Regulation  S-K  promulgated  under the 1933 Act for filing as Exhibit 5.1 to
the Registration Statement.

         We are familiar with the Registration  Statement,  and we have examined
the  Corporation's  Certificate  of  Incorporation,  as  amended  to  date,  the
Corporation's  Bylaws,  as amended to date,  and minutes and  resolutions of the
Corporation's  Board of Directors and  shareholders.  We have also examined such
other  documents,  certificates,  instruments  and corporate  records,  and such
statutes,  decisions  and  questions  of  law as we  have  deemed  necessary  or
appropriate for the purpose of this opinion.

         Based  upon the  foregoing,  we are of the  opinion  that the shares of
Common  Stock  to be  sold  by  the  Selling  Stockholders  (as  defined  in the
Registration  Statement)  to the  public,  when  issued  and sold in the  manner
described in the  Registration  Statement (as amended),  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 and to the use of our name in the Prospectus constituting
a part  thereof in  connection  with the  matters  referred to under the caption
"Legal Matters."


Very truly yours,

/s/ KIRKPATRICK & LOCKHART LLP

KIRKPATRICK & LOCKHART LLP



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