EXHIBIT 5






                             May 6, 1994





Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC   20549

    Re:  Vanguard Cellular Systems, Inc.
         Registration Statement on Form S-8

Gentlemen:

    We have represented Vanguard Cellular Systems, Inc., a North
Carolina corporation, (the "Registrant") in connection with the
registration of 2,000,000 shares of the Registrant's Class A
Common Stock, par value $.01 per share, (the "Shares") issuable
pursuant to the Registrant's 1994 Long-Term Incentive Plan (the
"Plan").

    In connection with this opinion, we have examined the
Registrant's Articles of Incorporation and Bylaws, as amended, the
Registration Statement on Form S-8 relating to the foregoing
registration (the "Registration Statement"), the prospectus which
is to be distributed to Plan participants, the Plan and such
corporate records of the Registrant and questions of law as we
have deemed relevant for the purpose of this opinion.  Based upon
such review, we are of the opinion that:

    1.   All necessary corporate action has been taken to
         authorize the issuance of the Shares pursuant to the
         Plan.

    2.   When duly issued in accordance with the terms of the Plan
         as contemplated by the Prospectus, the Shares will be
         validly issued, fully paid and nonassessable shares of
         Common Stock of the Company.




Securities and Exchange Commission
May 6, 1994
Page Two



    We hereby consent to the filing of this opinion as an exhibit
to the Registration Statement and to the reference to this firm
under "Item 5.  Interests of Named Experts and Counsel" contained
therein.  This consent is not to be construed as an admission that
we are a person whose consent is required to be filed with the
Registration Statement under the provisions of the Securities Act
of 1933, as amended.

                       Very truly yours,

                       SCHELL BRAY AYCOCK ABEL & LIVINGSTON L.L.P.