LEGAL OPINION
Published on July 6, 2007
[Letterhead
of Burton, Bartlett & Glogavac]
EXHIBIT
5.1
July
6,
2007
NeoGenomics,
Inc.
12701
Commonwealth Drive, Suite 9
Fort
Myers, Florida 33913
Ladies
and Gentlemen:
We
have acted as your counsel in
connection with the Form SB-2 Registration Statement (the “Registration
Statement”) filed with the Securities and Exchange Commission under the
Securities Act of 1933 (the “1933 Act”) for the registration of 7,000,000 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) 2,666,667 shares of common stock sold by the Company during
the
period from May 31, 2007 through June 6, 2007 to certain investors in a private
equity transaction (the “Private Placement Shares”), (ii) 1,500,000 shares of
common stock previously issued by the Company to Aspen Select Healthcare, LP
(“Aspen”) and resold to certain investors during the period from June 1, 2007
through June 6, 2007 (the “Aspen Resale Shares”), (iii) 98,417 shares of common
stock subject to issuance pursuant to warrants issued by the Company to Nobel
International Investments, Inc. (“Nobel”) on June 5, 2007 in consideration for
Nobel’s services as exclusive placement agent in connection with the issuance of
the Private Placement Shares (the “Placement Agent Shares”), (iv) 345,671 shares
of common stock previously issued by the Company to Michael Dent in June, 2001
(the “Dent Shares”), (v) 1,889,245 shares of common stock previously issued to
Aspen on April 15, 2003 (the “Aspen Shares”), and (vi) 500,000 shares of common
stock issued by the Company on June 6, 2007 to certain funds of Lewis Asset
Management, Inc. (“LAM”) upon the exercise of warrants, which warrants had been
previously issued by the Company to Aspen and were subsequently purchased by
LAM
from Aspen (the “LAM Warrant Shares”). The Private Placement Shares, the Aspen
Resale Shares, the Placement Agent Shares, the Dent Shares, the Aspen Shares,
and the LAM 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 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.
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 Placement Agent Shares subject to issuance
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 Aspen Resale Shares,
the Dent Shares, the Aspen Shares, and the LAM Warrant
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/sBurton
&Glogovac
Burton,
Bartlett &
Glogovac