Published on January 22, 2009
Exhibit 5.1
January
22, 2009
NeoGenomics,
Inc.
12701
Commonwealth Drive, Suite 9
Fort
Myers, Florida 33913
Ladies
and Gentlemen:
We have acted as your counsel in
connection with the Registration Statement on Form S-1 (the “Registration
Statement”) filed with the Securities and Exchange Commission under the
Securities Act of 1933 (the “1933 Act”) for the registration of 6,500,000 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) 3,000,000 shares of common stock subject to issuance by the
Company pursuant to a Common Stock Purchase Agreement (the “Purchase Agreement”)
and a Registration Rights Agreement dated as of November 5, 2008 by and between
the Company and Fusion Capital Fund II, LLC (the “Fusion Capital Purchase
Agreement Shares”); (ii) 400,000 shares of common stock issued to Fusion Capital
as a non-refundable commitment fee in connection with the Purchase Agreement
(the “Commitment Fee Shares”); (iii) 17,500 shares of common stock issued to
Fusion Capital as an expense reimbursement in connection with the Purchase
Agreement (the “Reimbursement Shares”); (iv) 2,130,364 shares of common stock
previously issued to Aspen Select Healthcare, LP (“Aspen”) on April 15, 2003
(the “Aspen Shares”); (v) 398,648 shares of common stock currently held by the
persons and entities (the “Investors”) described in the “Selling Shareholders”
section of the Registration Statement, which shares were previously issued by
the Company to Aspen and distributed by Aspen to such Investors in September,
2007 (the “Investor Shares”); and (vi) 553,488 shares of common stock previously
issued to Dr. Michael Dent as founder shares and subsequently transferred to
Mary S. Dent in February, 2007 (the “Founder Shares”). The Fusion Capital
Purchase Agreement Shares, the Commitment Fee Shares, the Reimbursement Shares,
the Aspen Shares, the Investor Shares, and the Founder 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.
January
22, 2009
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 Fusion Capital Purchase Agreement 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 Commitment Fee Shares, the
Reimbursement Shares, the Aspen Shares, the Investor Shares, and the Founder
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.
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Very
truly yours,
/s/Burton,
Bartlett & Glogovac
Burton,
Bartlett & Glogovac
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