Exhibit 5.1
February 26, 2019
CryoLife, Inc.
1655 Roberts Boulevard, NW
Kennesaw, Georgia 30144
Re: | Registration Statement on FormS-8 for the CryoLife, Inc. Equity and Cash Incentive Plan. |
Ladies and Gentlemen,
On or about the date hereof, CryoLife, Inc., a Florida corporation (the “Company”), transmitted for filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on FormS-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the offering and sale by the Company of up to an aggregate of 1,900,000 shares of the Company’s common stock, par value $0.01 per share (the “Plan Shares”), under the CryoLife, Inc. Equity and Cash Incentive Plan (the “Plan”). We have acted as counsel to the Company in connection with the preparation and filing of the Registration Statement.
In connection therewith, we have examined and relied upon the original or a copy, certified to our satisfaction, of: (i) the Company’s Amended and Restated Articles of Incorporation and Bylaws, each as amended to the date hereof; (ii) records of corporate proceedings of the Company related to the Plan; (iii) the Registration Statement and exhibits thereto; and (iv) such other documents and instruments as we have deemed necessary for the expression of the opinions contained herein. In making the foregoing examinations, we have assumed the genuineness of all signatures and the authenticity of all documents submitted to us as originals, and the conformity to original documents of all documents submitted to us as certified or photocopies. As to various questions of fact material to this opinion, we have relied, to the extent we deemed reasonably appropriate, upon representations of officers or directors of the Company and upon documents, records and instruments furnished to us by the Company, without independently checking or verifying the accuracy of such documents, records and instruments.
Based upon the foregoing examination and assuming that the consideration, if any, required to be paid in connection with the issuance and sale of shares of Plan Shares under the Plan is actually received by the Company as provided in the Plan, we are of the opinion that the Plan Shares when, and if, issued under the Plan will be duly authorized, validly issued, fully paid and nonassessable.