Published on May 5, 2010
Exhibit
5.1
Opinion
of Counsel
May 4,
2010
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 of up to
8,302,342 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) 857,416 shares of common stock issued by the Company to the
investors set forth in the section of the Registration Statement entitled
“Selling Shareholders” as a result of the exercise of warrants issued
to such investors in August 2007 pursuant to a private equity transaction, and
penalties incurred under the registration rights agreement executed in
connection with the private equity transaction (collectively, the “Private
Placement Warrant and Penalty Shares”); (ii) 550,000 shares of common stock
subject to issuance to certain members of the Company’s board of directors upon
the exercise of warrants issued by the Company to such directors on June 6, 2007
(the “Director Warrant Shares”); (iii) 2,007,991 shares of common stock issued
to Aspen Select Healthcare, LP on April 15, 2003 (the “Aspen Shares”); (iv)
3,050,000 shares of common stock subject to issuance to Aspen Select Healthcare,
LP upon the exercise of warrants granted by the Company in January and March
2006 in connection with various financings (the “Aspen Warrant Shares”); (v)
333,312 and 900,000 shares of common stock previously issued to Dr. Michael Dent
as founder shares and subsequently transferred to Mary S. Dent and the Mary S.
Dent Gifting Trust, respectively, in February, 2007 (the “Dent Shares”); (vi)
250,000 shares of common stock subject to issuance to Aspen Capital Advisors,
LLC upon the exercise of warrants granted for consulting services related to
Company’s June 2007 private placement (the “Aspen Consulting Shares”); (vii)
72,992 and 27,298 shares of common stock subject to issuance to Dr. Michael Dent
and Steven Jones, respectively, upon the exercise of warrants granted to Dr.
Dent and Mr. Jones in January 2006 (the “Waiver Shares”); (viii) 83,333 shares
of common stock subject to issuance to Gulfpointe Capital LLC upon the exercise
of warrants granted as part of a lease facility (the “Gulfpointe Shares”); (ix)
100,000 shares of common stock issued to George O’Leary as a result of the
exercise of warrants and stock options granted for consulting services performed
for the benefit of the Company (the “O’Leary Shares”); and (x) 70,000 shares of
common stock subject to issuance to Hawk Associates, Inc. upon the exercise of
warrants granted in February and May 2006 in connection with providing investor
relations services to the Company (the “Hawk Associates Warrant Shares”). The
Private Placement Warrant and Penalty Shares, the Director Warrant Shares, the
Aspen Shares, the Aspen Warrant Shares, the Dent Shares, the Aspen Consulting
Shares, the Waiver Shares, the Gulfpointe Shares, the O’Leary Shares, and the
Hawk Associates 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 Director Warrant Shares, the Aspen Warrant
Shares, the Aspen Consulting Shares, the Waiver Shares, the Gulfpointe Shares,
and the Hawk Associates Warrant 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 further that the Private Placement Warrant and Penalty Shares, the Aspen
Shares, the Dent Shares, and the O’Leary 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,
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/s/
Burton, Bartlett & Glogovac
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Burton,
Bartlett & Glogovac
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