Exhibit 5.1

Pepper Hamilton LLP
Attorneys at Law
3000 Two Logan Square
Eighteenth and Arch Streets
Philadelphia, PA 19103 -2799
215.981.4000
Fax 215.981.4750

                               September 7, 2001



Comcast Corporation
1500 Market Street
Philadelphia, PA 19102-2148

     Re:  Comcast Corporation
          Registration Statement on Form S-8
          ----------------------------------

Ladies and Gentlemen:

          Reference is made to a Registration Statement on Form S-8 of Comcast
Corporation (the "Company") which is being filed with the Securities and
Exchange Commission on the date hereof (the "Registration Statement").
Capitalized terms not otherwise defined herein shall have the meanings ascribed
to them in the Registration Statement.

          The Registration Statement covers 10,000,000 shares of the Company's
Class A Special Common Stock, par value $1.00 per share (the "Shares"), which
may be issued pursuant to the Comcast Corporation 1996 Stock Option Plan, as
amended and restated, effective June 5, 2001 (the "Plan").

          We have examined the Registration Statement, including the exhibits
thereto, the Company's Articles of Incorporation, as amended, the Company's By-
laws, the Plan and such documents as we have deemed appropriate in rendering
this opinion. In our examination, we have assumed the genuineness of all
signatures, the authenticity of all documents submitted to us as originals and
the authenticity of all documents submitted to us as copies of originals.

          Based on the foregoing, we are of the opinion that the Shares, when
issued and paid for in accordance with the terms of the Plan, will be validly
issued, fully paid and non-assessable.

          Our opinion is limited to the Business Corporation Law of the
Commonwealth of Pennsylvania, as amended, and the federal securities laws as in
effect on the date hereof.

          We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In giving this consent, 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 or regulations of the
Securities and Exchange Commission thereunder.

                                             Very truly yours,

                                             /s/ Pepper Hamilton LLP

                                             PEPPER HAMILTON LLP