EXHIBIT 5


                            ARNALL GOLDEN GREGORY LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                           ATLANTA, GEORGIA 30309-3450
               TELEPHONE (404) 873-8500 - FACSIMILE (404) 873-8501

                                                                  (404) 873-8500

                                                                  (404) 873-8501


                                 April 18, 2003

CryoLife, Inc.
1655 Roberts Boulevard, N.W.
Kennesaw, Georgia  30144

         Re:   Registration Statement on Form S-8

Ladies and Gentlemen:

     This opinion is rendered in connection  with the proposed issue and sale by
CryoLife, Inc., a Florida corporation (the "Company"), of up to 1,091,959 shares
of the Company's Common Stock, $.01 par value (the "Shares"),  pursuant to stock
options issued under the CryoLife,  Inc. 2002 Stock  Incentive Plan and pursuant
to stock options  granted to certain of the Company's  directors and pursuant to
stock  options   granted  to  certain  of  the  Company's   executive   officers
(collectively  referred to as "Options") upon the terms and conditions set forth
in the Registration  Statement on Form S-8 (the "Registration  Statement") filed
by the Company with the Securities and Exchange  Commission under the Securities
Act of 1933,  as amended (the "Act") and the  prospectus  utilized in connection
therewith.  We have acted as counsel  for the  Company  in  connection  with the
issuance and sale of the Shares by the Company.

     In  rendering  the opinion  contained  herein,  we have relied in part upon
examination of the Company's  corporate  records,  documents,  certificates  and
other  instruments  and  the  examination  of such  questions  of law as we have
considered necessary or appropriate for the purpose of this opinion.  Based upon
the foregoing,  we are of the opinion that the Shares have been duly and validly
authorized,  and when sold in the manner  contemplated by the Options,  and upon
receipt by the Company of payment  therefor  (assuming  that such payment at all
times  exceeds  the par  value  thereof)  and  issuance  pursuant  to a  current
prospectus in conformity with the Act, the Shares will be legally issued,  fully
paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement.  This consent is not to be  construed  as an admission  that we are a
party  whose  consent is required  to be filed with the  Registration  Statement
under the provisions of the Act.

                            Sincerely,


                            /s/ ARNALL GOLDEN GREGORY, LLP
                            ARNALL GOLDEN GREGORY, LLP