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                                                                     EXHIBIT 5.1

                              TROUTMAN SANDERS LLP
                                ATTORNEYS AT LAW
                         A LIMITED LIABILITY PARTNERSHIP

                              BANK OF AMERICA PLAZA
                     600 PEACHTREE STREET, N.E. - SUITE 5200
                           ATLANTA, GEORGIA 30308-2216
                             TELEPHONE: 404-885-3000
                             FACSIMILE: 404-885-3995

                                  July 2, 2004

Gray Television, Inc.
4370 Peachtree Road, N.E.
Atlanta, GA 30319

Ladies and Gentlemen:

         We have acted as counsel to Gray Television, Inc., a Georgia
corporation (the "Company"), in connection with the filing with the Securities
and Exchange Commission (the "Commission") of a registration statement on Form
S-8 (the "Registration Statement") relating to the registration pursuant to the
provisions of the Securities Act of 1933, as amended (the "Securities Act"), of
5,701,370 shares (the "Shares") of the Company's Common Stock, no par value per
share (the "Common Stock"), reserved for issuance under the Gray Television,
Inc. Director Restricted Stock Plan, the Gray Television, Inc. 2002 Long-Term
Incentive Plan, the Gray Television, Inc. Employee Stock Purchase Plan and the
Gray Television, Inc. Capital Accumulation Plan (together, the "Plans"). This
opinion is being provided at your request for inclusion in the Registration
Statement.

         In rendering this opinion, we have reviewed the corporate proceedings
taken by the Company in connection with the authorization and reservation for
issuance of the Shares, have reviewed certain books and records of the Company
and have made such other investigations as we have deemed necessary for purposes
of this opinion. In such examinations, we have assumed the genuineness of all
signatures on all original documents, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
copies submitted to us, the authenticity of the originals of documents submitted
to us as copies, and the due execution and delivery of all documents where due
execution and delivery are prerequisite to the effectiveness thereof.

         As to questions of fact material to this opinion, we have relied solely
upon certificates and statements of officers of the Company and certain public
officials. We have assumed and relied upon the accuracy and completeness of such
representations and warranties, certificates, and statements, the factual
matters set forth therein, and the genuineness of all signatures thereon, and
nothing has come to our attention leading us to question the accuracy of the
matters set forth therein. We have made no independent investigation with regard
thereto and, accordingly, we do not express any view or belief as to matters
that might have been disclosed by independent verification.

         Based upon the foregoing examination, we are of the opinion that,
subject to compliance with the pertinent provisions of the Securities Act and to
compliance with such securities or "Blue



Sky" laws of any jurisdiction as may be applicable, when certificates evidencing
the Shares have been duly executed, countersigned, registered, issued and
delivered in accordance with the terms of the Plans and the respective stock
option agreements entered into, under and in accordance with the Plans, the
Shares will be duly and validly issued, fully paid and non-assessable.

         We are members of the Bar of the State of Georgia. In expressing the
opinions set forth above, we are not passing on the laws of any jurisdiction
other than the laws of the State of Georgia and the Federal law of the United
States of America.

         We hereby consent to the filing of this opinion or copies thereof as an
exhibit 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 or the rules and regulations of the Commission
promulgated thereunder.


                                Very truly yours,



                                /s/ Troutman Sanders LLP

                                                                    EXHIBIT 23.1

            CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         We hereby consent to the incorporation by reference in this
Registration Statement on Form S-8 of our reports dated February 13, 2004
relating to the financial statements and financial statement schedule of Gray
Television, Inc., which appears in Gray Television, Inc.'s Annual Report on Form
10-K for the year ended December 31, 2003.

         We also consent to the incorporation by reference in this Registration
Statement of our report dated May 28, 2004 relating to the financial statements,
which appears in the Annual Report of the Gray Television Capital Accumulation
Plan on Form 11-K for the year ended December 31, 2003.




/s/PricewaterhouseCoopers LLP

Atlanta, Georgia
June 30, 2004