Published on June 4, 2009
EXHIBIT
5.1
June 4,
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-8 (the “Registration
Statement”) filed with the Securities and Exchange Commission under the
Securities Act of 1933 (the “1933 Act”) for the registration of 2,656,110 shares
(the “Shares”) of common stock, par value $0.001 per share, of NeoGenomics,
Inc., a Nevada corporation (the “Company”) issuable pursuant to the Company’s
Amended and Restated Equity Incentive Plan, dated as of March 3, 2009 (the
“Plan”).
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.
NeoGenomics,
Inc.
June 4,
2009
Page
2
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 in accordance with the provisions of
the Plan as described in the Registration Statement, will be validly issued,
fully paid, and nonassessable.
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,
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/s/Burton,
Bartlett & Glogovac
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Burton,
Bartlett & Glogovac
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