EXHIBIT 5.1
ARNALL GOLDEN GREGORY LLP
171 17TH STREET
SUITE 2100
ATLANTA, GA 30309-3450
Direct phone: 404-873-8500
Direct fax: 404-873-8501
www.agg.com
December 17, 2004
CryoLife, Inc.
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 preparation of a Registration Statement on
Form S-3 (the "Registration Statement") filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act of 1933, as amended (the
"Securities Act"), relating to the offer and sale, from time to time, pursuant
to Rule 415 under the Securities Act, of (i) shares of common stock, par value
$0.01, of the Company (including attached preferred share purchase rights) (the
"Common Stock") and (ii) shares of preferred stock, par value $0.01, of the
Company (the "Preferred Stock") which may be issued in the form of depositary
shares evidenced by depositary receipts (the "Depositary Shares" and together
with the Common Stock and the Preferred Stock, the "Securities").
We have examined originals or copies, certified or otherwise identified to
our satisfaction, of (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
(d) such other certificates, statutes and other instruments and documents as we
considered appropriate for purposes of the opinions hereafter expressed. As to
any facts material to the opinions contained herein, we have made no independent
investigation of such facts and have relied, to the extent that we deem such
reliance proper, upon certificates of public officials and officers or other
representatives of the Company.
In connection with rendering the opinions set forth below, we have assumed
that (i) all information contained in all documents reviewed by us is true and
correct; (ii) all signatures on all documents examined by us are genuine; (iii)
all documents submitted to us as originals are authentic and all documents
submitted to us as copies conform to the originals of those documents; (iv) the
Registration Statement, and any amendments thereto (including post-effective
amendments), will have become effective and comply with all applicable laws; (v)
one or more prospectus supplements to the prospectus contained in the
Registration Statement will have been prepared and filed with the Commission
describing the Securities offered thereby; and (vi) a definitive purchase,
underwriting or similar agreement with respect to any Securities offered will
have been duly authorized and validly executed and delivered by the Company and
the other parties thereto.
CryoLife, Inc.
December 17, 2004
Page 2
Based on the foregoing, and subject to the assumptions, qualifications,
limitations, and exceptions set forth herein, we are of the opinion that:
1. When (a) the board of directors of the Company (the "Board") has taken
all necessary corporate action to approve the issuance and terms of
the offering of the Common Stock and related matters, and (b)
certificates representing the shares of Common Stock have been duly
executed, countersigned, registered and delivered in accordance with
(i) the applicable definitive purchase, underwriting or similar
agreement approved by the Board upon payment of the consideration
therefor (not less than the par value of the Common Stock) provided
for therein, or (ii) upon conversion, exchange or exercise of
Preferred Stock in accordance with the terms of such series of
Preferred Stock providing for the conversion, exchange or exercise as
approved by the Board, for the consideration approved by the Board,
such shares of Common Stock will be legally issued, fully paid and
non-assessable;
2. When (a) the Board has taken all necessary corporate action to approve
the issuance and terms of the offering of the Preferred Stock and
related matters, including the adoption of articles of amendment
relating to the Preferred Stock, and (b) certificates representing the
shares of Preferred Stock have been duly executed, countersigned,
registered and delivered in accordance with the applicable definitive
purchase, underwriting or similar agreement approved by the Board upon
payment of the consideration therefor (not less than the par value of
the Preferred Stock) provided for therein, such shares of Preferred
Stock will be legally issued, fully paid and non-assessable;
We express no opinions concerning the enforceability of indemnification
provisions to the extent they purport to relate to liabilities resulting from or
based upon negligence or any violation of federal or state securities or blue
sky laws.
The foregoing opinions are limited to the laws of the State of Florida and
the federal laws of the United States of America and we are expressing no
opinion as to the effect of the laws of any other jurisdiction, domestic or
foreign.
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