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
6
