EXHIBIT 5

                          ARNALL GOLDEN & GREGORY, LLP
               A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS
                            2800 ONE ATLANTIC CENTER
                           1201 WEST PEACHTREE STREET
                          ATLANTA, GEORGIA 30309-3450
              TELEPHONE (404) 873-8500 - FACSIMILE (404) 873-8501


                                                                  (404) 873-8500

                                                                  (404) 873-8501


                                  July 24, 1998

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 175,000
shares of the Company's Common Stock, $.01 par value (the "Shares"), pursuant to
the  Company's  1998  Long-Term  Incentive  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, LLP

                                               ARNALL GOLDEN & GREGORY, LLP