Exhibit 5

                                 August 2, 2002

Neose Technologies, Inc.
102 Witmer Road
Horsham, PA  19044

         Re:  Registration Statement on Form S-8 relating to the
              Neose Technologies, Inc. Amended and Restated 1995 Stock
              Option/Stock Issuance Plan; Neose Technologies, Inc.
              Employee Stock Purchase Plan; and Non-Qualified Stock
              Option Agreement with C. Boyd Clarke

Dear Sir/Madam:

         Reference is made to a Registration Statement on Form S-8 of Neose
Technologies, Inc. (the "Company") which is being filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.

         The Registration Statement covers an aggregate of 1,687,520 shares of
Common Stock, $.01 par value, of the Company (the "Shares"), 1,150,000 of which
are issuable by the Company pursuant to awards available for grant under the
Company's Amended and Restated 1995 Stock Option/Stock Issuance Plan, as amended
(the "1995 Plan"), 50,000 of which are available for issuance by the Company
pursuant to the Company's Employee Stock Purchase Plan (the "Stock Purchase
Plan") and 487,520 of which are issuable upon exercise of a Non-Qualified Stock
Option granted to C. Boyd Clarke (the "Option Agreement").

         We have examined the Registration Statement, including the exhibits
thereto, the Company's Second Amended and Restated Certificate of Incorporation
and By-Laws as currently in effect, the 1995 Plan, the Stock Purchase Plan, the
Option Agreement and such other documents as we have deemed appropriate. In the
foregoing examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals and the authenticity
of all documents submitted to us as copies of originals.

         Based upon the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms of the 1995 Plan and any
underlying option award agreements or letters, the Stock Purchase Plan or the
Option Agreement will be validly issued, fully paid and non-assessable.

         Our opinion is limited to the General Corporation Law of the State of
Delaware, as amended, including the statutory provisions and all applicable
provisions of the Delaware Constitution and reported judicial decisions
interpreting these laws and the federal securities laws each as in effect on the
date hereof.

         We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving this consent, we do not hereby admit that we
come within the category of persons whose consent is required under Section 7 of
the Securities Act of 1933, as amended, or the rules and regulations thereunder.


                                           Sincerely,

                                           /s/ PEPPER HAMILTON LLP