EXHIBIT 5.1



                                 July 18, 2001



Cryo-Cell International, Inc.
3165 McMullen Booth Road
Building B
Clearwater, Florida 33761

     Re:  Cryo-Cell International, Inc. Registration Statement on Form S-8

Sir or Madam:

     We have assisted Cryo-Cell International, Inc. (the "Company") in
connection with preparing and filing a Registration Statement on Form S-8 with
the Securities and Exchange Commission pursuant to the requirements of the
Securities Act of 1933, as amended, for the registration of an aggregate of
1,500,000 shares of the common stock of the Company, par value $.01 per share
(the "Shares"), issuable by the Company under the Cryo-Cell International, Inc.
Stock Incentive Plan (the "Plan").

     In connection with the following opinion, we have examined and have relied
upon such documents, records, certificates, statements and instruments as we
have deemed necessary and appropriate to render the opinion herein set forth.

     Based upon the foregoing, it is our opinion that the Shares, when issued
and sold pursuant to elections made by participating eligible employees and non-
employee directors in a manner consistent with the terms of the Plan, will be
legally issued, fully paid and nonassessable.

     We are admitted to practice in the State of Florida, and are not admitted
to practice in the State of Delaware.  However, for the limited purposes of our
opinion set forth above, we are generally familiar with the General Corporation
Law of the State of  Delaware  (the "DGCL") as presently in effect and have made
such inquiries as we consider necessary to render this opinion with respect to a
Delaware corporation.  This opinion letter is limited to  the laws of the State
of Florida and, to the limited extent set forth above, the DGCL, as such laws
presently exist  and to the facts as they presently exist.  We express no
opinion with respect to the effect or applicability of the laws of any other
jurisdiction.  We assume no obligation to revise or supplement this opinion
letter should the laws of such jurisdictions be changed after the date hereof by
legislative action, judicial decision or otherwise.

     The undersigned hereby consents to the filing this opinion as Exhibit 5.1
to the Registration Statement on Form S-8 and to the use of its name in the
Registration Statement.

                                    Very truly yours,


                                    /s/ SHUMAKER, LOOP & KENDRICK, LLP
                                    -------------------------------------
                                    SHUMAKER, LOOP & KENDRICK, LLP

                                       1