EXHIBIT 5.2

                       [TROUTMAN SANDERS LLP LETTERHEAD]
                                ATTORNEYS AT LAW
                        A LIMITED LIABILITY PARTNERSHIP

                             BANK OF AMERICA PLAZA
                    800 PEACHTREE STREET, N.E. - SUITE 5200
                          ATLANTA, GEORGIA 30308-2218
                            www.troutmansanders.com
                            TELEPHONE: 404-885-3000
                            FACSIMILE: 404-885-3800


                               September 27, 2002



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

Ladies and Gentlemen:

         We have acted as counsel to Gray Television, Inc., a Georgia
corporation (the "Company"), in connection with the Prospectus Supplement filed
on September 27, 2002 (the "Prospectus Supplement") supplementing the
Registration Statement on Form S-3 (Registration No. 333-88694) filed with the
Securities and Exchange Commission (the "Commission") on May 20, 2002 and
amended on July 15, 2002 (collectively, the "Registration Statement"), under
the Securities Act of 1933, as amended (the "Act"), relating to the issuance
(the "Issuance") of 27,500,000 shares of Common Stock, no par value per share,
of the Company (the "Shares"). This opinion is being provided at the request of
the Company for inclusion in the Registration Statement. Capitalized terms used
but not otherwise defined herein shall have the meanings assigned to such terms
in the Registration Statement.

         This opinion letter is limited by, and shall be interpreted in
accordance with, the January 1, 1992, edition of Interpretive Standards
Applicable to Certain Legal Opinions to Third Parties in Corporate
Transactions, adopted by the Legal Opinion Committee of the Corporate and
Banking Law Section of the State Bar of Georgia, which Interpretive Standards
are incorporated in this opinion letter by this reference. As a consequence,
this opinion letter is subject to a number of qualifications, exceptions,
definitions, limitations on coverage and other limitations, whether or not
expressly stated herein, all as more particularly described in the Interpretive
Standards, and this opinion should be read in conjunction therewith.
Capitalized terms used in this opinion letter and not otherwise defined herein
shall have meanings assigned to such terms in the Interpretive Standards and
the Registration Statement. In the event of a conflict in the definitions of
such capitalized terms appearing both in the Interpretive Standards and the
Registration Statement, the definitions appearing in the Registration Statement
shall be applicable to this opinion letter.

         In connection with this opinion, we have examined originals, or copies
certified or otherwise identified to our satisfaction, of such instruments,
certificates, records and documents, and have reviewed such questions of law,
as we have deemed necessary or appropriate for purposes of this opinion. In
such examination, we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
the original documents of all documents submitted as copies and the
authenticity of the originals of such latter documents. As to any facts
material to our opinion, we have relied upon the aforesaid instruments,
certificates, records and documents and inquiries of representatives of the
Company.

         Based upon the foregoing examination, we are of the opinion that the
Shares have been duly authorized for issuance and, subject to compliance with
the pertinent provisions of the Act, and to compliance with such securities or
"Blue Sky" laws of any jurisdiction as may be applicable, when issued by you in
the manner contemplated by the Registration Statement, will be validly issued,
fully paid and nonassessable.

         This opinion is limited in all respects to the federal laws of the
United States of America and the law of the State of Georgia, and no opinion
is expressed with respect to the laws of any other jurisdiction or any effect
which such laws may have on the opinions expressed herein. This opinion is
limited to the matters stated herein, and no opinion is implied or may be
inferred beyond the matters expressly stated herein.

         This opinion is given as of the date hereof, and we assume no
obligation to advise you after the date hereof of facts or circumstances that
come to our attention or changes in law that occur which could affect the
opinions contained herein. This opinion may not be furnished to or relied upon
by any person or entity for any purpose without our prior written consent.

         We hereby consent to the filing of this opinion with the Securities
and Exchange Commission in connection with the Registration Statement and to
the reference to this firm under the caption "Legal Matters" in the Prospectus
Supplement. In giving such consent, we do not thereby admit that we come within
the category of persons whose consent is required under Section 7 of the Act or
the rules and regulations of the Commission thereunder.

                                             Very truly yours,



                                             /s/ Troutman Sanders LLP



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