EXHIBIT 5


                            ARNALL GOLDEN GREGORY LLP
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                             ATLANTA, GA 30309-3450

                                                     Direct phone:  404-873-8500
                                                       Direct fax:  404-873-8501
                                                                     www.agg.com


                                February 10, 2004


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

     Re:  Form S-3 Registration Statement

Dear Ladies and Gentlemen:

     We have acted as counsel to  CryoLife,  Inc.,  a Florida  corporation  (the
"Company"),  in connection with the registration of the offer and sale from time
to  time  by  the  Selling  Shareholders   identified  in  the  above-referenced
Registration  Statement of 3,444,000  shares of the Company's  common stock (the
"Shares").

     In acting as counsel, we have reviewed (a) the Registration Statement,  (b)
the Company's  Articles of Incorporation,  as amended to date, (c) the Company's
By-Laws,   as  amended  to  date,   (d)   certificates   of  officers  or  other
representatives of the Company, and (e) such other records, documents,  statutes
and decisions as we have deemed relevant.  In our  examination,  we have assumed
the genuineness of all signatures,  the authenticity of all documents  submitted
to us as  originals  and the  conformity  with  the  original  of all  documents
submitted to us as copies thereof.

     Based upon and subject to the  foregoing,  we are of the  opinion  that the
Shares are authorized by all necessary corporate action,  legally issued,  fully
paid and non-assessable.

     We consent to the filing of this opinion as an exhibit to the  Registration
Statement  and the  reference  to this firm under the  caption  "Legal  Matters"
contained therein and elsewhere in 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
Securities Act of 1933, as amended.



                                       Sincerely,

                                        /s/ ARNALL GOLDEN GREGORY LLP

                                       ARNALL GOLDEN GREGORY LLP