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



                                                                  (404) 873-8688

                                                                  (404) 873-8689


                                November 21, 1996


CryoLife, Inc.
1655 Roberts Boulevard, NW
Kennesaw, GA  30144

         Re:      Form S-3 Registration Statement

Gentlemen:

     We have acted as your counsel in  connection  with the  preparation  of the
Registration  Statement  on Form S-3  (the  "Registration  Statement")  filed by
CryoLife,Inc.,  a Florida  corporation (the "Company"),  with the Securities and
Exchange  Commission  under the  Securities Act of 1933, as amended (the "Act").
This Registration Statement relates to an offer by a certain selling stockholder
named  therein of up to 10,395 shares of the  Company's  Common Stock,  $.01 par
value (the "Shares").

     In  acting  as  counsel  to you,  we have  examined  and  relied  upon such
corporate  records,  documents,  certificates and other instruments and examined
such questions of law as we have  considered  necessary or  appropriate  for the
purposes of this opinion. Based upon and subject to the foregoing, we advise you
that  in  our   opinion  the  Shares  are   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
Act.

                                   Sincerely,


                                   ARNALL GOLDEN & GREGORY
                                   ARNALL GOLDEN & GREGORY

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