Exhibit 5.1
[JONES DAY LETTERHEAD]
May 3, 2017
Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, Georgia 30319
| Re: | Registration Statement on Form S-8 of Gray Television, Inc. |
Ladies and Gentlemen:
We have acted as counsel for Gray Television, Inc., a Georgia corporation (the “Company”), in connection with the registration of 5,000,000 shares (the “Common Shares”) of the Company’s common stock, no par value per share, and 2,000,000 shares (the “Class A Shares” and together with the Common Shares, the “Shares”) of the Company’s Class A common stock, no par value per share, which may be issued or delivered and sold pursuant to the Gray Television, Inc. 2017 Equity and Incentive Compensation Plan (the “Plan”). In connection with the opinion expressed herein, we have examined such documents, records and matters of law as we have deemed relevant or necessary for purposes of such opinion. Based on the foregoing, and subject to the further limitations, qualifications and assumptions set forth herein, we are of the opinion that the Shares that may be issued or delivered and sold pursuant to the Plan and the authorized forms of stock option, restricted stock or other applicable award agreements thereunder will be, when issued or delivered and sold in accordance with the Plan and the applicable award agreements, validly issued, fully paid and nonassessable.
The opinion expressed herein is limited to the laws of the State of Georgia, as currently in effect, and we express no opinion as to the effect of the laws of any other jurisdiction on the opinion expressed herein. In addition, we have assumed that the resolutions authorizing the Company to issue or deliver and sell the Shares pursuant to the Plan and the applicable award agreements will be in full force and effect at all times at which such Shares are issued or delivered or sold by the Company, and the Company will take no action inconsistent with such resolutions. In rendering the opinion above, we have assumed that each award under the Plan will be approved by the Board of Directors of the Company or an authorized committee of the Board of Directors.
Gray Television, Inc.
May 3, 2017
Page 2
We hereby consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement on Form S-8 filed by the Company to effect registration of the Shares under the Securities Act of 1933 (the “Act”). In giving such consent, we do not thereby admit that we are included in the category of persons whose consent is required under Section 7 of the Act or the rules and regulations of the Securities and Exchange Commission promulgated thereunder.
Very truly yours,
/s/ Jones Day
