EXHIBIT 5.2

                 [FORM OF OPINION OF DRINKER BIDDLE & REATH LLP
           REGARDING THE VALIDITY OF THE SECURITIES BEING REGISTERED]


                           Drinker Biddle & Reath LLP

                                One Logan Square
                             18th and Cherry Streets
                             Philadelphia, PA 19103


                              ___________ __, 2002

AT&T Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148

Ladies and Gentlemen:

     We have acted as special counsel to AT&T Comcast Corporation, a
Pennsylvania corporation (the "Company"), in connection with the registration
statement on Form S-4 (the "Registration Statement") filed by the Company with
the Securities and Exchange Commission (the "SEC") for the purpose of
registering with the SEC under the Securities Act of 1933, as amended (the
"Securities Act"), the shares of Company common stock and the related preferred
stock purchase rights (together, the "Shares") to be issued in the mergers (the
"Mergers") referred to in the Agreement and Plan of Merger dated as of December
19, 2001, and any amendments thereto prior to the date hereof, (the "Merger
Agreement"), among the Company, AT&T Corp., AT&T Broadband Corp., Comcast
Corporation ("Comcast"), AT&T Broadband Acquisition Corp., and Comcast
Acquisition Corp.

     In connection with the rendering of the opinion set forth below, we have
examined, are familiar with and to the extent we deemed appropriate we have
relied on originals or copies, certified or otherwise identified to our
satisfaction, of (i) the Registration Statement, (ii) the Articles of
Incorporation and Bylaws of the Company currently in effect, (iii) the Merger
Agreement, (iv) the Amended and Restated Articles of Incorporation and the
Amended and Restated Bylaws of the Company that will be in effect at the
Effective Time (as defined in the Merger Agreement) and (v) such other
documents, agreements, records, instruments, certificates of public officials
and certificates of officers or other representatives of the Company or others
as we have deemed necessary or appropriate for purposes of and as a basis for
rendering the opinion set forth below.

     In our examination, we have (i) assumed the genuineness of all signatures
and the authenticity of all documents submitted to us as originals, (ii) assumed
the conformity to original documents of all documents submitted to us as
certified or photostatic copies and the authenticity of the originals of such
copies and (iii) assumed and relied upon the truth, accuracy and completeness
(without independent investigation or verification) of the information,
representations, warranties and statements contained in the records, documents,
instruments and certificates we have reviewed. In rendering the opinion set
forth below, we have assumed that such parties had, have or will have all
requisite power and authority to execute and deliver all agreements, documents,
instruments and certificates examined by us and have also assumed the due
authorization by all requisite action, and the due execution and delivery by
such parties of all such agreements, documents, instruments and certificates and
the validity and binding effect thereof. As to any facts material to the opinion
expressed herein which we have not independently established or verified, we
have relied upon statements and representations of officers and other
representatives of the Company and others.

     Our opinion is limited to applicable provisions of the Pennsylvania
Business Corporation Law of 1988 ("Pennsylvania Law") and judicial decisions
interpreting Pennsylvania Law. We express no opinion with respect to the

laws of any other jurisdiction or with respect to the qualification of the
Shares under the securities or blue sky laws of the United States or any state
or any foreign jurisdiction.

     Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance in connection with the Mergers
and, upon consummation of the Mergers and the effectiveness of the amendments to
the respective Articles of Incorporation of the Company and Comcast as provided
for in the Merger Agreement, the issuance of the Shares and the delivery of
proper stock certificates therefor in accordance with the terms and conditions
of the Merger Agreement, the Shares will be validly issued, fully paid and
non-assessable.

     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to this opinion under the caption
"Legal Matters" in the related joint proxy statement/prospectus included
therein. In giving such consent, we do not thereby concede that we are within
the category of persons whose consent is required under Section 7 of the
Securities Act of 1933 or the Rules and Regulations of the Commission
thereunder.

     This opinion is furnished by us, as special counsel to the Company, in
accordance with the requirements of Item 601(b)(5) of Regulation S-K under the
Securities Act and, except as provided in the immediately preceding paragraph,
is not to be used, circulated or quoted for any other purpose or otherwise
referred to or relied upon by any other person without the express written
permission of the undersigned.

                                            Very truly yours,



                                            DRINKER BIDDLE & REATH LLP