EXHIBIT 5.1

October 31, 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 30,000,000 shares
(the "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 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 Company's  2003 Stock  Incentive  Plan  incorporated  by
reference in the Registration Statement, will be validly issued, fully paid, and
nonassessable.  It is also our opinion that any Shares issued to persons who are
not "affiliates" of the Company as defined in Rule 144 ("RULE 144")  promulgated
under  the 1933 Act may be  issued  without  transfer  restrictions  or  legends
because the Shares are not  "restricted  securities"  within the meaning of Rule
144.  Any Shares  issued to  "affiliates"  of the  Company may be resold only in
accordance with Rule 144 and therefore the  certificates  evidencing such Shares
should bear appropriate restrictive legends.

         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