September 8, 2006

NeoMedia Technologies, Inc.
2201 Second Street, Suite 402
Fort Myers, Florida 33901

         Re:      Registration Statement on Form S-3
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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
805,645,161  shares  of its  common  stock,  par  value  $0.01  per  share  (the
"SHARES"),  which consists of (i) 118,217,511  shares of common stock previously
issued by the Company (the "Issued Shares");  (ii) 335,000,000  shares of common
stock  underlying  the  conversion  of  previously  issued  shares  of  Series C
Convertible Preferred Stock (the "Preferred Shares"); (iii) 76,277,650 shares of
common stock underlying the conversion of previously issued secured  convertible
debentures (the "Debenture Shares");  and (iv) 276,150,000 shares underlying the
exercise of  previously  issued  warrants  (the  "Warrant  Shares").  The Issued
Shares,  the Preferred Shares, the Debenture Shares and the Warrant Shares shall
be referred to collectively as the "Shares".

         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,  the corporate action of the Company
that provided for the issuance of the above  referenced  securities  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 these 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
Preferred  Shares,  the  Debenture  Shares  and  the  Warrant  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,  and that the Issued  Shares
previously  issued by the Company were duly  authorized  for  issuance,  validly
issued, fully paid and nonassessable when issued.

         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