Exhibit 5.2

                 [Letterhead of Richards, Layton & Finger, P.A.]

                                 April 15, 2005

Cox Radio Trust I
Cox Radio Trust II
c/o Cox Radio Inc.
6205 Peachtree Dunwoody Road
Atlanta, Georgia 30328

            Re: Cox Radio Trust I
                Cox Radio Trust II

      Ladies and Gentlemen:

            We have acted as special Delaware counsel for Cox Communications,
Inc., a Delaware corporation (the "Company"), Cox Radio Trust I, a Delaware
statutory trust ("Cox I"), and Cox Radio Trust II, a Delaware statutory trust
("Cox II"), in connection with the matters set forth herein. At your request,
this opinion is being furnished to you.

            For purposes of giving the opinions hereinafter set forth, our
examination of documents has been limited to the examination of originals or
copies of the following:

            (a) The Certificate of Trust of Cox I, dated as of November 2, 1999
(the "Cox I Certificate"), as filed in the office of the Secretary of State of
the State of Delaware (the "Secretary of State") on November 2, 1999;

            (b) The Declaration of Trust of Cox I, dated as of November 2, 1999,
among the Company, as sponsor, and The Bank of New York, a New York banking
corporation ("BONY"), and The Bank of New York (Delaware), a Delaware banking
corporation ("BONY (Delaware)"), as trustees of Cox I;

            (c) The Certificate of Trust of Cox II, dated as of November 2, 1999
(the "Cox II Certificate"), as filed in the office of the Secretary of State on
November 2, 1999;

            (d) The Declaration of Trust of Cox II, dated as of November 2,
1999, among the Company, as sponsor, and BONY and BONY (Delaware), as trustees
of Cox II;

            (e) The Registration Statement (the "Registration Statement") on
Form S-3, as filed by the Company, Cox I and Cox II with the Securities and
Exchange Commission (the "SEC") on April 15, 2005, including a preliminary
prospectus (the "Prospectus"), relating to, inter alia, the Trust Preferred
Securities of Cox I representing undivided beneficial interests in the assets of
Cox I (each, a "Cox I Preferred Security" and collectively, the "Cox I Preferred
Securities") and



Cox Radio Trust I
Cox Radio Trust II
April 15, 2005
Page 2

the Trust Preferred Securities of Cox II representing undivided beneficial
interests in the assets of Cox II (each, a "Cox II Preferred Security" and
collectively, the "Cox II Preferred Securities");

            (f) A form of Amended and Restated Trust Agreement of Cox I, to be
entered into among the Company, as sponsor, the trustees of Cox I named therein,
and the holders, from time to time, of undivided beneficial interests in Cox I
(including Annex I and Exhibits A-1 and A-2 thereto) (the "Cox I Agreement"),
attached as an exhibit to the Registration Statement;

            (g) A form of Amended and Restated Trust Agreement of Cox II, to be
entered into among the Company, as sponsor, the trustees of Cox II named
therein, and the holders, from time to time, of undivided beneficial interests
in Cox II (including Annex I and Exhibits A-1 and A-2 thereto) (the "Cox II
Agreement"), attached as an exhibit to the Registration Statement;

            (h) A Certificate of Good Standing for Cox I, dated April 15, 2005,
obtained from the Secretary of State; and

            (i) A Certificate of Good Standing for Cox II, dated April 15, 2005,
obtained from the Secretary of State.

            Initially capitalized terms used herein and not otherwise defined
are used as defined in the Cox I Agreement or the Cox II Agreement, as
applicable.

            For purposes of this opinion, we have not reviewed any documents
other than the documents listed paragraphs (a) through (i) above. In particular,
we have not reviewed any document (other than the documents listed in paragraphs
(a) through (i) above) that is referred to in or incorporated by reference into
the documents reviewed by us. We have assumed that there exists no provision in
any document that we have not reviewed that bears upon or is inconsistent with
the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.

            With respect to all documents examined by us, we have assumed (i)
the authenticity of all documents submitted to us as authentic originals, (ii)
the conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.

            For purposes of this opinion, we have assumed (i) that the Cox I
Agreement constitutes the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of Cox I, and that the Cox I Agreement and the Cox I
Certificate are in full force and effect and have not been amended, and no
amendment of the Cox I Agreement or the Cox I Certificate is pending or has been
proposed, (ii) that the Cox II Agreement constitutes the entire agreement among
the parties thereto with respect to the subject matter thereof, including with
respect to the creation, operation and termination of Cox II, and that the Cox
II Agreement and the Cox II Certificate are in full force and effect and have
not been amended, and no amendment of the Cox II Agreement or the Cox II
Certificate is pending or has been proposed, (iii) except to the extent provided
in



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Cox Radio Trust II
April 15, 2005
Page 3

paragraphs 1 and 4 below, the due creation or due organization or due formation,
as the case may be, and valid existence in good standing of each party to the
documents examined by us under the laws of the jurisdiction governing its
creation, organization or formation, (iv) the legal capacity of natural persons
who are parties to the documents examined by us, (v) that each of the parties to
the documents examined by us has the power and authority to execute and deliver,
and to perform its obligations under, such documents, (vi) the due
authorization, execution and delivery by all parties thereto of all documents
examined by us, (vii) the receipt by each person to whom a Cox I Preferred
Security is to be issued by Cox I (collectively, the "Cox I Preferred Security
Holders") of a certificate evidencing the Cox I Preferred Security and the
payment for the Cox I Preferred Security acquired by it, in accordance with the
Cox I Agreement and the Registration Statement, (viii) that the Cox I Preferred
Securities are issued and sold to the Cox I Preferred Security Holders in
accordance with the Cox I Agreement and the Registration Statement, (ix) the
receipt by each person to whom a Cox II Preferred Security is to be issued by
Cox II (collectively, the "Cox II Preferred Security Holders") of a certificate
evidencing the Cox II Preferred Security and the payment for the Cox II
Preferred Security acquired by it, in accordance with the Cox II Agreement and
the Registration Statement, and (x) that the Cox II Preferred Securities are
issued and sold to the Cox II Preferred Security Holders in accordance with the
Cox II Agreement and the Registration Statement. We have not participated in the
preparation of the Registration Statement and assume no responsibility for its
contents.

            This opinion is limited to the laws of the State of Delaware
(excluding the securities laws of the State of Delaware), and we have not
considered and express no opinion on the laws of any other jurisdiction,
including federal laws and rules and regulations relating thereto. Our opinions
are rendered only with respect to Delaware laws and rules, regulations and
orders thereunder that are currently in effect.

            Based upon the foregoing, and upon our examination of such questions
of law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:

            1. Cox I has been duly created and is validly existing in good
standing as a statutory trust under the Delaware Statutory Trust Act, 12 Del. C.
Section 3801, et seq (the "Act").

            2. The Cox I Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 3 below, fully paid and
nonassessable undivided beneficial interests in the assets of Cox I.

            3. The Cox I Preferred Security Holders, as beneficial owners of Cox
I, will be entitled to the same limitation of personal liability extended to
stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Cox I Preferred
Security Holders may be obligated to make payments as set forth in the Cox I
Agreement.

            4. Cox II has been duly created and is validly existing in good
standing as a statutory trust under the Act.



Cox Radio Trust I
Cox Radio Trust II
April 15, 2005
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            5. The Cox II Preferred Securities will represent valid and, subject
to the qualifications set forth in paragraph 6 below, fully paid and
nonassessable undivided beneficial interests in the assets of Cox II.

            6. The Cox II Preferred Security Holders, as beneficial owners of
Cox II, will be entitled to the same limitation of personal liability extended
to stockholders of private corporations for profit organized under the General
Corporation Law of the State of Delaware. We note that the Cox II Preferred
Security Holders may be obligated to make payments as set forth in the Cox II
Agreement.

            We consent to the filing of this opinion with the Securities and
Exchange Commission as an exhibit to the Registration Statement. In addition, we
hereby consent to the use of our name under the heading "Legal Matters" in the
Prospectus. In giving the foregoing consents, we do not thereby admit that we
come within 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 thereunder. Except as stated above, without
our prior written consent, this opinion may not be furnished or quoted to, or
relied upon by, any other person for any purpose.

                                            Very truly yours,

                                             /s/ Richards, Layton & Finger, P.A.


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