Exhibit 5.1

	12531 HIGH BLUFF DRIVE	MORRISON & FOERSTER LLP
	SUITE 100
	SAN DIEGO, CALIFORNIA	NEW YORK, SAN FRANCISCO,
	92130-2040	LOS ANGELES, PALO ALTO,
		SAN DIEGO, WASHINGTON, D.C.
	TELEPHONE: 858.720.5100
	FACSIMILE: 858.720.5125	NORTHERN VIRGINIA,
		ORANGE COUNTY, DENVER
	WWW.MOFO.COM	SACRAMENTO, WALNUT CREEK
		TOKYO, LONDON, BEIJING,
		SHANGHAI, HONG KONG,
		SINGAPORE, BRUSSELS

June 19, 2009

Inovio Biomedical Corporation
11494 Sorrento Valley Road
San Diego, California 92121

Ladies and Gentlemen:

You have requested our opinion with respect to certain matters in connection with the filing by Inovio Biomedical Corporation, a Delaware corporation (the “Company”), of a Registration Statement on Form S-3 (the “Registration Statement”) under the Securities Act of 1933, as amended, pursuant to which the Company is registering for resale an aggregate of 4,788,100 shares of the Company’s common stock (the “Conversion Shares”) issuable upon conversion of outstanding convertible subordinated promissory notes (the “Notes”).

As counsel to the Company, we have examined originals or copies, certified or otherwise identified to our satisfaction, of such documents, corporate records, certificates of public officials and other instruments as we have deemed necessary for the purposes of rendering this opinion and we are familiar with the proceedings taken and proposed to be taken by the Company in connection with the authorization and issuance of the Conversion Shares.  In our examination, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals and the conformity with the originals of all documents submitted to us as copies.

Our opinion is expressed only with respect to the federal laws of the United States of America and the General Corporation Law of the State of Delaware. We express no opinion as to whether the laws of any particular jurisdiction are applicable to the subject matter hereof. We are not rendering any opinion as to compliance with any antifraud law, rule or regulation relating to securities, or to the sale or issuance thereof.

On the basis of the foregoing and in reliance thereon, we are of the opinion that the Conversion Shares, when issued and delivered upon conversion of the Notes in accordance with the terms thereof, will be validly issued, fully paid and nonassessable.

We consent to the reference to our firm under the caption “Legal Matters” in the Prospectus included in the Registration Statement and to the filing of this opinion as an exhibit to the Registration Statement.

Very truly yours,
/s/ Morrison & Foerster LLP
Morrison & Foerster LLP