Exhibit 5.1

                   Kirkpatrick & Lockhart Nicholson Graham LLP
                             Miami Center-20th Floor
                            201 S. Biscayne Boulevard
                            Miami, Florida 33131-2399
                                 (305) 539-3300

January 17, 2006

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

      Re:      Registration Statement on Form S-4 (as amended by Form S-4/A)

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-4  (as  amended  by its  Registration  Statement  on  Form  S-4/A)  (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  20,000,000
shares of its  common  stock,  par value  $0.01 per  share  (the  "Shares"),  in
connection with the Company's  proposed  acquisition (the  "Acquisition") of BSD
Software,  Inc.,  a  Florida  corporation  ("BSD"),  pursuant  to  that  certain
Agreement  and Plan of Merger,  dated as of December 21, 2004,  by and among the
Company,  NeoMedia Telcom  Services,  Inc., a Nevada  corporation,  and BSD (the
"Plan of Merger").

      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 Plan of Merger,  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.

      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 "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

KIRKPATRICK & LOCKHART NICHOLSON GRAHAM LLP