EXHIBIT 5.1

           [LETTERHEAD OF ARNALL GOLDEN & GREGORY, LLP APPEARS HERE]


                                 March 3, 1998


CryoLife
1655 Roberts Boulevard, N.W.
Kennesaw, Georgia 30144

        Re:  Registration Statement on Form S-3 (Registration No. 333-46545)
             ---------------------------------------------------------------

Gentlemen:

        This opinion is rendered in connection with the proposed issue and sale 
by CryoLife, Inc., a Florida corporation (the "Company"), and certain selling 
shareholders of the Company ("Selling Shareholders"), of up to 2,875,000 shares 
(including an over-allotment for up to 375,000 shares) of the Company's Common 
stock, $.01 par value (the "Shares"), upon the terms and conditions set forth in
Registration Statement on Form S-3 (the "Registration Statement") bearing file 
number 333-46545 filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended. We have acted as
counsel for the Company and the Selling Shareholders in connection with the
issuance and sale of up to 2,638,000 Shares (including the over-allotment) by
the Company (the "Company's Shares") and the sale of up to 237,000 Shares by the
Selling Shareholders (the "Selling Shareholders' Shares").

        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 an examination of such questions of law as we have 
considered necessary or appropriate for the purpose of this opinion.  Based upon
the foregoing, we are of the opinion that (1) the Company's Shares have been 
duly and validly authorized and, when sold in the manner contemplated by the 
underwriting agreement (the "Underwriting Agreement") filed as an exhibit to the
Registration Statement, and upon receipt by the Company of payment therefor as
provided in the Underwriting Agreement, the Company's Shares will be legally
issued, fully paid and nonassessable; and (2) the Selling Shareholder's Shares
have been duly and validly authorized and, when sold in the manner contemplated
in the Underwriting Agreement, and upon receipt of payment therefor as provided
in the Underwriting Agreement, the Selling Shareholders' Shares will be legally
issued, fully paid and nonassessable.

        We consent to the filing of this opinion as an exhibit to the 
Registration Statement (and any additional registration statement filed pursuant
to Rule 462(b) under the Securities Act of 1933, as amended, at or before 
10:00 p.m. EST on the date such Registration Statement becomes effective) and to
the reference to this firm under the caption "Legal Matters" in the Prospectus
contained therein. 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