EXHIBIT 5

                                December 16, 1997


Gray Communications Systems, Inc.
126 North Washington Street
Albany, Georgia 31701

Dear Sirs:

    We are acting as counsel to Gray Communications Systems, Inc., a Georgia
corporation (the "Company"), in connection with the Registration Statement on
Form S-8 with exhibits thereto (the "Registration Statement") filed by the
Company under the Securities Act of 1933, as amended, and the rules and
regulations thereunder, relating to the registration of 225,000 shares of Class
B Common Stock, no par value (the "Shares"), of the Company. The Shares are to
be issued by the Company pursuant to the Company's Non-Employee Directors Stock
Option Plan (the "Plan").

    As such counsel, we have participated in the preparation of the Registration
Statement and have reviewed the corporate minutes relating to the issuance of
the Shares pursuant to the Plan and have also examined and relied upon originals
or copies, certified or otherwise authenticated to our satisfaction, of all such
corporate records, documents, agreements, and instruments relating to the
Company, and certificates of public officials and of representatives of the
Company, and have made such investigations of law, and have discussed with
representatives of the Company and such other persons such questions of fact, as
we have deemed proper and necessary as a basis for rendering this opinion.

    Based upon, and subject to, the foregoing, we are of the opinion that the
Shares are duly authorized and, upon issuance of the Shares in accordance with
the terms of the Plan, will be, assuming no change in the applicable law or
pertinent facts, validly issued, fully paid, and non-assessable.

    We hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement. In giving the foregoing consent, we do not admit that we
are in the category of persons whose consent is required under Section 7 of the
Securities Act of 1933, as amended, or the rules and regulations of the
Securities and Exchange Commission promulgated thereunder.

                                                          Very truly yours,


                                                          /s/ Heyman & Sizemore