July 19, 2005


NeoGenomics, Inc.
12701 Commonwealth Drive, Suite 9
Fort Myers, Florida 33913

         Re: Registration Statement on Form SB-2

Dear Ladies and Gentlemen:

        We have acted as your counsel in connection with the Registration Statement
on Form SB-2 (the "Registration Statement") filed with the Securities and
Exchange Commission under the Securities Act of 1933 (the "1933 Act") for the
registration of 10,000,000 shares of common stock, par value $0.001 per share,
of NeoGenomics, Inc., a Nevada corporation (the "Company"). The Registration
Statement includes for registration (i) 5,000,000 shares of common stock subject
to issuance under a Standby Equity Distribution Agreement (the "SEDA Shares"),
(ii) 4,265,185 shares of common stock previously issued pursuant to private
placement transactions (the "Private Placement Shares"), (iii) 325,649 shares of
common stock subject to issuance under warrants (the "Warrant Shares"), (iv)
381,888 shares of common stock previously issued as a commitment fee (the
"Commitment Fee Shares"), and (v) 27,278 shares previously issued as a placement
agent fee (the "Placement Agent Shares"). The SEDA Shares, the Private Placement
Shares, the Warrant Shares, the Commitment Fee Shares, and the Placement Agent
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 this
opinion, we have examined the Registration Statement, the Company's articles 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 certificates made by officers of
the Company. In rendering our opinion, in addition to the assumptions that are
customary in opinion letters of this kind, we have assumed the genuineness of
signatures on the documents we have examined, the conformity to authentic
original documents of all documents submitted to us as copies, and the Company
will have sufficient authorized and unissued shares of common stock available
with respect to any Shares issued after the date of this letter. We have not
verified any of these assumptions.








NeoGenomics, Inc.
July 19, 2005
Page 2





        This opinion is rendered as of the date hereof and is limited to matters of
Nevada corporate law, including applicable provisions of the Nevada Constitution
and reported judicial decisions interpreting those laws. We express no opinion
as to the laws of any other state, the federal law of the United States, or the
effect of any applicable federal or state securities laws.

        Based upon and subject to the foregoing, it is our opinion that the SEDA
Shares and the Warrant Shares are duly authorized for issuance by the Company
and, when issued and paid for as described in the Registration Statement, will
be validly issued, fully paid, and nonassessable, and that the Private Placement
Shares, the Commitment Fee Shares, and the Placement Agent Shares previously
issued by the Company were duly authorized for issuance, validly issued, fully
paid and nonassessable when issued.

        We 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 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 under such act.

                                          Very truly yours,


                                          /s/ Burton, Bartlett & Glogovac
                                          Burton, Bartlett & Glogovac