EXHIBIT 5

                           Kirkpatrick & Lockhart LLP
                            Miami Center - 20th Floor
                          201 South Biscayne Boulevard
                              Miami, Florida 33131


                                November 7, 2003
NeoMedia Technologies, Inc.
2201 Second Street, Suite 600
Fort Myers, Florida  33901

Ladies and Gentlemen:

         We have  acted as your  counsel  in  connection  with the  Registration
Statement  on Form SB-2 (File No.  333-______)  (the  "Registration  Statement")
filed with the  Securities and Exchange  Commission  under the Securities Act of
1933 (the "1933 Act") for the registration of 300,648,500  shares (the "Shares")
of common stock,  par value $0.01 per share,  of NeoMedia  Technologies,  Inc. a
Delaware corporation.

         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 the  corporate  action of the
Company  that  provides  for the  issuance of the Shares,  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. In rendering our opinion, we also have made the assumptions that
are customary in opinion letters of this kind. We have not verified any of those
assumptions.

         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 "Validity of Securities".  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.

                                        Yours truly,

                                        /s/ Kirkpatrick & Lockhart LLP

                                        Kirkpatrick & Lockhart LLP