Cryo-Cell International, Inc.
3165 McMullen Booth Road
Building #5
Clearwater, Florida

         RE:      15,000 Shares of Common Stock ($0.01 par value)
                  for the Advisor Compensation Plan (the "Plan")
                  ----------------------------------------------

Gentlemen:

         We have acted as counsel for Cryo-Cell International, Inc. (the
"Company") in connection with the preparation and filing of a Registration
Statement on Form S-8 (the "Registration Statement") for the registration under
the Securities Act of 1933, as amended, of 15,000 shares of the Company's Common
Stock, $0.01 par value (the "Common Stock"), which may be purchased pursuant to
the Plan.

         We have conferred with various officers of the Company and have
ascertained or verified, to our satisfaction, such facts as we deemed necessary
or appropriate for the purposes of this opinion.

         Based on the foregoing, we are of the opinion that all legal and
corporate proceedings necessary for the authorization, issuance and delivery of
the shares of Common Stock under the Plan have been duly taken, and the Common
Stock, upon acquisition pursuant to the terms of the Plan, will be duly
authorized, legally and validly issued, fully paid and nonassessable.

         We hereby consent to all references to our Firm in the Registration
Statement and to the filing of this opinion by the Company as an Exhibit to the
Registration Statement.

                                                  Very truly yours,


                                                  /s/ McDermott, Will & Emery

                                                  McDermott, Will & Emery