EXHIBIT 5





                                               October 21, 1999

[Letterhead of Heyman & Sizemore]


Gray Communications Systems, Inc.
4370 Peachtree Road, N.E.
Atlanta, Georgia  30319

Ladies and Gentlemen:

    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 an additional 1,000,000
shares of Class B Common Stock, no par value (the  "Shares"),  of the Company to
be issued by the Company pursuant to the Company's 1992 Long-Term Incentive 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,

                                     Heyman & Sizemore
                                      /s/ Neal H. Ray
                                     Neal H. Ray