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) 873-8150

                                                                  (404) 873-8151


                               September 28, 2000


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 97,500 shares of
the Company's  Common Stock,  $.01 par value (the  "Shares"),  pursuant to stock
options issued to certain of the Company's directors  ("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") and the
prospectus  utilized in connection  therewith.  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,  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  issuance  pursuant to a current
prospectus in conformity with the Act, the Shares 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,


                                  /s/ ARNALL GOLDEN & GREGORY, LLP
                                  --------------------------------
                                  ARNALL GOLDEN & GREGORY, LLP




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