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 9, 2002

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 9,750,000 shares of Class A Special
Common Stock, par value $1.00, of the Company (the "Shares"), which may be
issued by the Company pursuant to the Comcast Corporation 1990 Restricted Stock
Plan, as amended and restated effective June 21, 1999 (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 in accordance with the terms of the Plan, will be validly issued, fully
paid and non-assessable. This opinion is being furnished to you solely for
submission to the Securities and Exchange Commission as an exhibit to the
Registration Statement and, accordingly, may not be relied upon, quoted in any
manner to, or delivered to any other person or entity, without in each instance
our prior written consent.



          We assume no obligation to supplement this opinion if any applicable
law changes after the date hereof or if we become aware of any fact that might
change the opinion expressed herein after the date hereof.

          Our opinion is limited to the Business Corporation Law of the
Commonwealth of Pennsylvania, as amended, including the statutory provisions and
all applicable provisions of the Constitution of the Commonwealth of
Pennsylvania, and the federal securities laws, each 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 and regulations of the
Securities and Exchange Commission thereunder.

                                                       Sincerely,


                                                       /s/ PEPPER HAMILTON LLP
                                                       PEPPER HAMILTON LLP