Exhibit 5.1


                                                     January 26, 2004


Grey Global Group Inc.
777 Third Avenue
New York, New York 10017


     Re: Grey Global Group Inc.
         5.0% Contingent Convertible
         Subordinated Debentures due 2033
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Ladies and Gentlemen:

     We have acted as special counsel to Grey Global Group Inc., a Delaware
corporation (the "Company"), in connection with the public offering of (i)
$150,000,000 aggregate principal amount of 5.0% Contingent Convertible
Subordinated Debentures due 2033 (the "Debentures") issued by the Company, (ii)
such indeterminate number of shares of the Company's common stock, par value
$.01 per share ("Common Stock"), as are issuable upon conversion of the
Debentures (the "Debenture Shares") and (iii) certain shares of the Company's
Common Stock owned by Edward H. Meyer ("Meyer") (the "Meyer Shares" and,
together with the Debenture Shares, the "Shares") issued upon conversion of (x)
the Company's 8-1/2% Convertible Subordinated Debentures due 2003 (the "Meyer
Debentures") and (y) shares of the Company's Limited Duration Class B Common
Stock, par value $.01 per share (the "Class B Stock"), owned by Meyer.

     This opinion is being furnished in accordance with the requirements of Item
601(b)(5) of Regulation S-K under the Securities Act of 1933, as amended (the
"Act").

     In connection with this opinion, we have examined originals or copies,
certified or otherwise identified to our satisfaction, of:

     (i) the Registration Statement on Form S-3 to be filed by the Company with
the Securities and Exchange Commission (the "Commission") on the date hereof
under the Act (the "Registration Statement");



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January 26, 2004
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     (ii) an executed copy of the Registration Rights Agreement, dated as of
October 28, 2003, between the Company and J.P. Morgan Securities Inc., as
representative of the initial purchasers (the "Registration Rights Agreement");

     (iii) an executed copy of the Indenture, dated as of October 28, 2003 (the
"Indenture"), between the Company and American Stock Transfer and Trust Company,
as trustee (the "Trustee");

     (iv) the Restated Certificate of Incorporation of the Company, certified by
the Assistant Secretary of the Company as currently in effect;

     (v) the Restated By-Laws of the Company, certified by the Assistant
Secretary of the Company as currently in effect;

     (vi) certain resolutions adopted by the Board of Directors of the Company
relating to the issuance and sale of the Debentures and the Debenture Shares,
the execution of the Registration Rights Agreement and the filing of the
Registration Statement;

     (vii) certain resolutions adopted by the Board of Directors of the Company
relating to the issuance and sale of the Meyer Debentures and the shares of
Common Stock and Class B Stock issuable upon conversion of the Meyer Debentures;

     (viii) the Form T-1 of the Trustee filed as an exhibit to the Registration
Statement;

     (ix) an executed global note representing the Debentures authenticated by
the Trustee;

     (x) a certificate evidencing the Meyer Shares; and

     (xi) a specimen certificate evidencing the Common Stock;

     We have also examined originals or copies, certified or otherwise
identified to our satisfaction, of such records of the Company and such
agreements, certificates of public officials, certificates of officers or other
representatives of the Company and others, and such other documents,
certificates and records as we have deemed necessary or appropriate as a basis
for the opinions set forth herein.

     In our examination, we have assumed the legal capacity of all natural
persons, the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to original documents of all
documents submitted to us as facsimile, electronic, certified, or photostatic
copies and the authenticity of the




Grey Global Group Inc.
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originals of such copies. In making our examination of documents executed or to
be executed, we have assumed that the parties thereto, other than the Company,
had or will have the power, corporate or other, to enter into and perform all
obligations thereunder and have also assumed the due authorization by all
requisite action, corporate or other, and the execution and delivery by such
parties of such documents and the validity and binding effect thereof on such
parties. As to any facts material to the opinions expressed herein which we did
not independently establish or verify, we have relied upon statements and
representations of officers and other representatives of the Company and others
and of public officials.

     Our opinions set forth herein are limited to Delaware corporate law and the
laws of the State of New York that are normally applicable to transactions of
the type contemplated by the Registration Statement and Registration Rights
Agreement and, to the extent that judicial or regulatory orders or decrees or
consents, approvals, licenses, authorizations, validations, filings, recordings
or registrations with governmental authorities are relevant, to those required
under such laws (all of the foregoing being referred to as "Opined on Law"). We
do not express any opinion with respect to the law of any jurisdiction other
than Opined on Law or as to the effect of any such non-opined on law on the
opinions herein stated.

     The opinions set forth below are subject to the following qualifications,
further assumptions and limitations:

          (a) the validity or enforcement of any agreements or instruments may
be limited by applicable bankruptcy, insolvency, reorganization, fraudulent
conveyance, moratorium or other similar laws affecting creditors' rights
generally and by general principles of equity (regardless of whether
enforceability is considered in a proceeding in equity or at law); and

          (b) in rendering the opinion set forth in paragraph 2 below, we have
assumed that the certificates evidencing the Debenture Shares will be manually
signed by one of the authorized officers of the transfer agent and registrar for
the Common Stock and registered by such transfer agent and registrar and will
conform to the specimen certificate examined by us evidencing the Common Stock.

         Based upon and subject to the foregoing and the limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that:

     1. The Debentures have been duly authorized and are valid and binding
obligations of the Company, enforceable against the Company in accordance with
their terms;




Grey Global Group Inc.
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     2. The Debenture Shares initially issuable upon conversion of the
Debentures pursuant to the Indenture have been duly authorized for issuance and,
when issued upon conversion of the Debentures in accordance with the terms of
the Indenture, will be validly issued, fully paid and non-assessable; and

     3. The Meyer Shares have been validly issued, and are fully paid and
non-assessable.

     In rendering the opinion set forth above in paragraph 1, we have assumed
that the execution and delivery by the Company of the Indenture and the
Debentures and the performance by the Company of its obligations thereunder do
not violate, conflict with or constitute a default under any agreement or
instrument to which the Company or its properties is subject, except for those
agreements and instruments that have been identified to us by the Company as
being material to it and that are listed in Part II of the Registration
Statement or Part IV of the Company's Annual Report on Form 10-K. In rendering
the opinion set forth in paragraph 3, we have assumed that the consideration
recited in the resolutions of the Board of Directors authorizing the issuance of
the Meyer Debentures has been received in full by the Company.

     We advise you that Mark N. Kaplan, a director and shareholder of the
Company, is of counsel to this Firm.

     We hereby consent to the filing of this opinion with the Commission as
Exhibit 5 to the Registration Statement. We also consent to the reference to us
under the heading "Legal Matters" in the Registration Statement. In giving this
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Act or the rules and regulations of
the Commission.



                                   Very truly yours,

                                   /s/ Skadden, Arps, Slate, Meagher & Flom, LLP
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