EXHIBIT 5


                                          March 5, 1997

Securities and Exchange Commission
450 Fifth Street, N.W.
Judiciary Plaza

Washington, D.C. 20549

Re:   CRYO-CELL INTERNATIONAL, INC.

Ladies and Gentlemen:

     This office represents CRYO-CELL INTERNATIONAL, INC., a Delaware
corporation (the "Registrant") in connection with the Registrant's Registration
Statement on Form S-8 under the Securities Act of 1933 (the "Registration
Statement"), which relates to the registration of a total of 25,000 shares of
the Registrant's Common Stock issuable upon exercise of options issued to Mark
Richard for performance of certain legal representation, advisory and counseling
services (the "Registered Securities"). In connection with our representation,
we have examined such documents and undertaken such further inquiry as we
consider necessary for rendering the opinion hereinafter set forth.

     Based upon the foregoing, it is our opinion that the Registered Securities,
when sold as set forth in the Registration Statement, will be legally issued,
fully paid and nonassessable.

     We acknowledge that we are referred to under the heading "Legal Matters" in
the Prospectus which is a part of the Registrant's Form S-8 Registration
Statement relating to the Registered Securities, and we hereby consent to such
use of our name in such Registration Statement and to the filing of this opinion
as Exhibit 5 to the Registration Statement and with such state regulatory
agencies in such states as may require such filing in connection with the
registration of the Registered Securities for offer and sale in such states.

                                          Richard Legal Plan, P.A.

                                          By: /s/ MARK RICHARD
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