Exhibit 5

                          September 2, 1997





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

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

Gentlemen:
        
        We have represented Vanguard Cellular Systems, Inc. (the
"Registrant"), a North Carolina corporation, in connection with
the registration of 100,000 shares of Common Stock (the "Shares")
issuable pursuant to the Registrant's 1996 Stock Option Plan for Non-Employee
Directors (the "Plan").

        In connection with this Plan, we have examined the
Registrant's Charter and Bylaws, as amended, the Registration
Statement on Form S-8 with respect to such shares, 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 Plan as
        contemplated by the Registration Statement, the Shares
        will be validly issued, fully paid and nonassessable
        shares of Common Stock of the Registrant.

        We hereby consent to the filing of this opinion as an
exhibit to the Registration Statement.  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,

                       /s/ Schell Bray Aycock Abel & Livingston P.L.L.C.
                       SCHELL BRAY AYCOCK ABEL & LIVINGSTON P.L.L.C.