ARNALL GOLDEN & GREGORY
                      1201 W. Peachtree St.
                        Atlanta, GA 30309 


                          June 17, 1996



CryoLife, Inc. 
Suite 142
2211 New Market Parkway
Marietta, GA  30067

     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
600,000 shares of the Company's Common Stock, $.01 par value (the
"Shares"), pursuant to the Company's Non-Employee Directors Stock Option
Plan (the "Plan") 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").  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, and assuming that the purchase
price of each of the Shares will exceed the par value thereof, we are of
the opinion that the Shares have been duly and validly authorized and
when sold in the manner contemplated by the Plan, and upon receipt by
the Company of payment therefor, and upon issuance pursuant to a current
prospectus in conformity with the Act, they 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,

                                ARNALL GOLDEN & GREGORY
                                ARNALL GOLDEN & GREGORY