Fifth generation networks will incorporate a variety of new features in wireless networks such as data offloading, D2D communication, and Massive MIMO. Massive MIMO is specially appealing since it achieves huge gains while enabling simple processing like MRC receivers. It suffers, though, from a major shortcoming refereed to as pilot contamination. In this paper we propose a frame-work in which, a D2D underlaid Massive MIMO system is implemented and we will prove that this scheme can reduce the pilot contamination problem while enabling an optimization of the system spectral efficiency. The D2D communication will help maintain the network coverage while allowing a better channel estimation to be performed.