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

                                                  WRITER'S DIRECT DIAL NUMBER
                                                    (404) 873-8500
                                                  WRITER'S DIRECT DIAL FACSIMILE
                                                    (404) 873-8501

                                                               
                                                               
                                 August 20, 1997



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 93,000 shares
of the Company's  Common Stock,  $.01 par value (the "Shares"),  pursuant to the
Company's  Directors Options ("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"). 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
Options, 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.


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         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, LLP
                                        ARNALL GOLDEN & GREGORY, LLP

442715.1