EXHIBIT 5.2





                            ARNALL GOLDEN GREGORY LLP
                                 171 17TH STREET
                                   SUITE 2100
                             ATLANTA, GA 30309-3450

                                                     Direct phone:  404-873-8500
                                                       Direct fax:  404-873-8501
                                                                     www.agg.com


                                December 17, 200


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


         Re:  Form S-3 Registration Statement

Dear Ladies and Gentlemen:

     We have acted as counsel to  CryoLife,  Inc.,  a Florida  corporation  (the
"Company"),  in connection with the  preparation of a Registration  Statement on
Form S-3 (the  "Registration  Statement") filed with the Securities and Exchange
Commission (the "Commission")  under the Securities Act of 1933, as amended (the
"Securities Act"),  relating to the offer and sale, from time to time,  pursuant
to Rule 415 under the Securities  Act, of (i) shares of common stock,  par value
$0.01, of the Company (including  attached preferred share purchase rights) (the
"Common  Stock") and (ii) shares of preferred  stock,  par value  $0.01,  of the
Company (the  "Preferred  Stock")  which may be issued in the form of depositary
shares evidenced by depositary  receipts (the  "Depositary  Shares" and together
with the Common Stock and the Preferred Stock, the "Securities").

     We have examined originals or copies,  certified or otherwise identified to
our satisfaction,  of (a) the Registration Statement, (b) the Company's Articles
of Incorporation,  as amended to date, (c) the Company's By-Laws,  as amended to
date, (d) certificates of officers or other  representatives of the Company, and
(d) such other certificates,  statutes and other instruments and documents as we
considered  appropriate for purposes of the opinions hereafter expressed.  As to
any facts material to the opinions contained herein, we have made no independent
investigation  of such facts and have  relied,  to the extent  that we deem such
reliance  proper,  upon  certificates of public  officials and officers or other
representatives of the Company.

     In connection  with rendering the opinions set forth below, we have assumed
that (i) all information  contained in all documents  reviewed by us is true and
correct; (ii) all signatures on all documents examined by us are genuine;  (iii)
all  documents  submitted to us as originals  are  authentic  and all  documents
submitted to us as copies conform to the originals of those documents;  (iv) the
Registration  Statement,  and any amendments thereto  (including  post-effective
amendments), will have become effective and comply with all applicable laws; (v)
one  or  more  prospectus   supplements  to  the  prospectus  contained  in  the
Registration  Statement  will have been  prepared and filed with the  Commission
describing  the  Securities  offered  thereby;  and (vi) a definitive  purchase,
underwriting  or similar  agreement with respect to any Securities  offered will
have been duly authorized and validly  executed and delivered by the Company and
the other parties thereto.





CryoLife, Inc.
December 17, 2004
Page 2


     Based on the  foregoing,  and subject to the  assumptions,  qualifications,
limitations, and exceptions set forth herein, we are of the opinion that:

     When (i) the Company has taken all  necessary  corporate  action to approve
     the issuance and terms of the Depositary  Shares, the terms of the offering
     thereof  and  related  matters,  including  the  adoption  of  articles  of
     amendment  relating to the Preferred Stock underlying the Depositary Shares
     and the filing of the articles of amendment  with the Secretary of State of
     the State of Florida;  (ii) the depositary agreement or agreements relating
     to the Depositary Shares and the related depositary receipts have been duly
     authorized  and  validly  executed  and  delivered  by the  Company and the
     depositary  appointed by the Company;  (iii) the shares of Preferred  Stock
     underlying  the  Depositary  Shares have been deposited with the depositary
     under the applicable depositary agreement; and (iv) the depositary receipts
     representing the Depositary Shares have been duly executed,  countersigned,
     registered  and delivered in  accordance  with the  appropriate  depositary
     agreement  approved  by the  Company,  upon  payment  of the  consideration
     therefor provided for in the applicable  definitive purchase,  underwriting
     or similar agreement, the Depositary Shares will be legally issued.

We  express  no  opinions   concerning  the  enforceability  of  indemnification
provisions to the extent they purport to relate to liabilities resulting from or
based upon  negligence or any  violation of federal or state  securities or blue
sky laws.

     The foregoing  opinions are limited to the laws of the State of Florida and
the  federal  laws of the United  States of  America  and we are  expressing  no
opinion  as to the  effect of the laws of any other  jurisdiction,  domestic  or
foreign.

     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
Securities Act of 1933, as amended.

                                       Sincerely,

                                       /s/ ARNALL GOLDEN GREGORY LLP

                                       ARNALL GOLDEN GREGORY LLP