Exhibit
5(a)
PORTER,
WRIGHT, MORRIS & ARTHUR LLP
41 South
High Street
Columbus,
Ohio 43215-6194
Telephone:
614/227-2000
Facsimile:
614/227-2100
March 31,
2009
Neoprobe
Corporation
425 Metro
Place North, Suite 300
Dublin,
Ohio 43017
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Re:
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Registration
Statement on Form S-8
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Neoprobe
Corporation 401(k) Plan (the
“Plan”)
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Ladies
and Gentlemen:
We have acted as counsel for Neoprobe
Corporation, a Delaware corporation (“Neoprobe”), in connection with the
Registration Statement on Form S-8 (the “Registration Statement”), filed by
Neoprobe with the Securities and Exchange Commission under the Securities Act of
1933, as amended, with respect to the registration of 400,000 shares of Neoprobe
Common Stock, $.001 par value (the “Shares”), to be issued under the
Plan.
In connection with this opinion, we
have examined such corporate records, documents and other instruments of the
registrant as we have deemed necessary.
Based on the foregoing, we are of the
opinion that the Shares will, when issued and paid for in accordance with the
provisions of the Plan, be legally issued, fully paid and nonassessable, and
entitled to the benefits of the Plan.
We hereby consent to the filing of this
opinion as an exhibit to the Registration Statement.
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Very
truly yours,
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/s/
Porter, Wright, Morris & Arthur LLP
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PORTER,
WRIGHT, MORRIS & ARTHUR
LLP
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