EXHIBIT 5.2



                     [LETTERHEAD OF DAVIS, POLK & WARDWELL]






                                                                  March 26, 2003



Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148

Ladies and Gentlemen:

         We have acted as your counsel in connection with the Registration
Statement on Form S-3 (the "REGISTRATION STATEMENT") of Comcast Corporation, a
Pennsylvania corporation (the "COMPANY") filed on the date hereof with the
Securities and Exchange Commission pursuant to the Securities Act of 1933, as
amended, for the registration of the sale by the Company from time to time of up
to $7,000,000,000 aggregate principal amount of (i) senior debt securities and
subordinated debt securities (together, the "DEBT SECURITIES") that shall be
fully and unconditionally guaranteed by each of Comcast Cable Communications,
Inc., Comcast Cable Communications Holdings, Inc., Comcast Cable Holdings, LLC,
Comcast MO Group, Inc., and Comcast MO of Delaware, Inc. (collectively, the
"CABLE GUARANTORS," and together with the Company, the "OBLIGORS"), (ii) shares
of preferred stock, without par value (the "PREFERRED STOCK"), (iii) shares of
Class A Common Stock, $0.01 par value (the "CLASS A COMMON STOCK"), (iv) shares
of Class A Special Common Stock, $0.01 par value (the "CLASS A SPECIAL COMMON
STOCK"), (v) warrants to purchase Debt Securities, Preferred Stock, Class A
Common Stock, Class A Special Common Stock or other securities or rights (the
"WARRANTS"), (vi) purchase contracts (the "PURCHASE CONTRACTS") requiring the
holders thereof to purchase or sell (A) the Company's securities or securities
of an entity unaffiliated or affiliated with the Company, a basket of such
securities, an index or indices of such securities or any combination of the
above, (B) currencies or composite currencies or (C) commodities, (vii) units
(the "UNITS") consisting of Debt Securities, Warrants, Purchase Contracts,
Preferred Stock, Class A Common Stock or Class A Special Common Stock or any
combination of the foregoing, (viii) guarantees (the "CABLE GUARANTEES") of the
Debt Securities by the Cable Guarantors and (ix) guarantees (the "ADDITIONAL
GUARANTEES") of Warrants, Purchase Contracts and Units or any combination of

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the foregoing by the Cable Guarantors. The Debt Securities, Preferred Stock,
Class A Common Stock, Class A Special Common Stock, Warrants, Purchase
Contracts, Units, Cable Guarantees and Additional Guarantees are herein
collectively referred to as the "SECURITIES." The Debt Securities and the
Preferred Stock may be convertible and/or exchangeable for Securities or other
securities or rights. The senior Debt Securities are to be issued pursuant to an
Indenture, dated as of January 7, 2003, as amended by that First Supplemental
Indenture, dated as of March 25, 2003 (together, the "SENIOR INDENTURE") among
the Company, the Cable Guarantors and The Bank of New York, as Trustee. The
subordinated Debt Securities are to be issued pursuant to an Indenture (the
"SUBORDINATED INDENTURE") among the Company, the Cable Guarantors and The Bank
of New York, as Trustee, substantially in the form attached as an exhibit to the
Registration Statement. The Senior Indenture and the Subordinated Indenture are
hereinafter referred to individually as an "INDENTURE" and collectively as the
"INDENTURES." The Company may offer Depositary Shares (the "DEPOSITARY SHARES")
representing interests in Preferred Stock deposited with a Depositary and
evidenced by Depositary Receipts, and such Depositary Shares are also covered by
the Registration Statement.

         We have examined originals or copies, certified or otherwise identified
to our satisfaction, of such documents, corporate records, certificates of
public officials and other instruments as we have deemed necessary for the
purposes of rendering this opinion.

         On the basis of the foregoing, we are of the opinion that:

         1. When the Indentures have been duly authorized, executed and
delivered (or with respect to the Senior Indenture, assuming the Senior
Indenture has been duly authorized, executed and delivered) by the Trustee, the
Company and the Cable Guarantors, the specific terms of a particular Debt
Security have been duly authorized and established in accordance with the
applicable Indenture and such Debt Security has been duly authorized, executed,
authenticated, issued and delivered in accordance with the applicable Indenture
and the applicable underwriting or other agreement, such Debt Security will
constitute a valid and binding obligation of the Company enforceable in
accordance with its terms (subject, as to enforcement of remedies, to applicable
bankruptcy, reorganization, insolvency, moratorium or other similar laws
affecting creditors' rights generally from time to time in effect and to general
equity principles).

         2. When the Indentures have been duly authorized, executed and
delivered (or with respect to the Senior Indenture, assuming the Senior
Indenture has been duly authorized, executed and delivered) by the Trustee, the
Company and the Cable Guarantors, the specific terms of a

Comcast Corporation                     3                          March 26,2003

particular Debt Security have been authorized and established in accordance with
the applicable Indenture and such Debt Security has been duly authorized,
executed, authenticated, issued and delivered in accordance with the applicable
Indenture and the applicable underwriting or other agreement, the Cable
Guarantees relating to such Debt Security will be valid and binding obligations
of the Cable Guarantors, enforceable in accordance with their terms (subject, as
to enforcement of remedies, to applicable bankruptcy, reorganization,
insolvency, fraudulent conveyance, moratorium or other similar law affecting
creditors' rights generally from time to time in effect and to general equity
principles).

         3. When the Warrants have been duly authorized by the Company, the
applicable Warrant Agreement has been duly executed and delivered and the
Warrants have been duly issued and delivered by the Company as contemplated by
the Registration Statement and any prospectus supplement relating thereto, the
Warrants will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally from time to time in
effect and to general equity principles).

         4. When the Additional Guarantees have been duly authorized by the
Cable Guarantors, the applicable Guarantee Agreement has been duly executed and
delivered and the applicable Warrants, Purchase Contracts and/or Units, as the
case may be, have been duly issued and delivered by the Company as contemplated
by the Registration Statement and any prospectus supplement relating thereto,
the Additional Guarantees will constitute valid and binding obligations of the
Cable Guarantors, enforceable in accordance with their terms (subject, as to
enforcement of remedies, to applicable bankruptcy, reorganization, insolvency,
fraudulent conveyance, moratorium or other similar laws affecting creditors'
rights generally from time to time in effect and to general equity principles).

         5. When the Units and Purchase Contracts have been duly authorized by
the Company, the applicable Unit Agreement, Purchase Contract Agreement and
Pledge Agreement have been duly executed and delivered, the Units and Purchase
Contracts will constitute valid and binding obligations of the Company,
enforceable in accordance with their terms (subject, as to enforcement of
remedies, to applicable bankruptcy, reorganization, insolvency, moratorium or
other similar laws affecting creditors' rights generally from time to time in
effect and to general equity principles).


Comcast Corporation                     4                          March 26,2003

         In connection with the opinions expressed above, we have assumed that,
at or prior to the time of the delivery of any such Security, (i) the Board of
Directors shall have duly established the terms of such Security and duly
authorized the issuance and sale of such Security and such authorization shall
not have been modified or rescinded; (ii) the Registration Statement shall have
been declared effective and such effectiveness shall not have been terminated or
rescinded; and (iii) there shall not have occurred any change in law affecting
the validity or enforceability of such Security. We have also assumed that none
of the terms of any Security to be established subsequent to the date hereof,
nor the issuance and delivery of such Security, nor the compliance by the
Company or the Cable Guarantors with the terms of such Security will violate any
applicable law or will result in a violation of any provision of any instrument
or agreement then binding upon the Company or the Cable Guarantors, or any
restriction imposed by any court or governmental body having jurisdiction over
the Company or the Cable Guarantors.

         We are members of the Bars of the State of New York and California and
the foregoing opinion is limited to the laws of the State of New York and the
federal laws of the United States of America.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement. In addition, we consent to the reference to us under the
caption "Legal Matters" in the prospectus.

         This opinion is rendered solely to you in connection with the above
matter. This opinion may not be relied upon by you for any other purpose or
relied upon by or furnished to any other person without our prior written
consent.

                                                     Very truly yours,

                                                     /s/ Davis, Polk & Wardwell