Exhibit 5.1


                       [LETTERHEAD OF PROSKAUER ROSE LLP]
                                                              October 17, 2002

Gray Television, Inc.
4370 Peachtree Road, NE
Atlanta, Georgia 30319

Ladies and Gentlemen:

      We have acted as special counsel to Gray Television, Inc., a Georgia
corporation (the "Company"), in connection with the proposed offer by the
Company of 30,000,000 shares of Common Stock, no par value, that have been
registered under the Securities Act of 1933, as amended (the "Offered Stock")
and as defined in the Company's Prospectus Supplement filed on October 17,
2002 (the "Prospectus Supplement") supplementing the Registration Statement on
Form S-3 (Registration No. 333-88694) filed with the Securities and Exchange
Commission on May 20, 2002 and amended on July 15, 2002 (collectively, "the
Registration Statement") as filed with the Securities and Exchange Commission
under the Securities Act.

      In rendering this opinion, we have examined and relied upon executed
originals, counterparts or copies of such documents, records and certificates
(including certificates of public officials and officers of the Company)
as we considered necessary or appropriate for enabling us to express the
opinions set forth below. In all such examinations, we have assumed the
authenticity and completeness of all documents submitted to us as originals and
the conformity to originals and completeness of all documents submitted to us
as photostatic, conformed, notarized or certified copies.

      Based upon and subject to the foregoing, we are of the opinion that the
Offered Stock is duly and validly authorized and issued, is fully paid and
nonassessable, and was not issued in violation of or subject to any preemptive
rights. The Offered Stock has been duly and validly authorized and, when
delivered by the Company in accordance with the underwriting agreement by and
among Gray Television, Inc. and the underwriters named therein, will be duly and
validly issued, fully paid and nonassessable and will not have been issued in
violation of or subject to any preemptive rights.

      This opinion is limited to the federal law of the United States, the
Delaware General Corporation Law and the laws of the state of New York.

      We hereby consent to the filing of this opinion with the Securities and
Exchange Commission as Exhibit 5.1 to Form 8-K. We also consent to the reference
to this firm under the caption "Legal Matters" in the Registration Statement and
the Prospectus Supplement.


                                                Very truly yours,


                                                /s/ Proskauer Rose LLP