Exhibit 5.1
One Logan Square
130 North 18th Street | Philadelphia, PA 19103-6998
blankrome.com
| | |
| Phone: | | 215-569-5500 |
| Fax: | | 215-569-5555 |
July 3, 2023
Comcast Corporation
One Comcast Center
Philadelphia, PA 19103-2838
Ladies and Gentlemen:
We have acted as counsel to Comcast Corporation, a Pennsylvania corporation (the “Company”), in connection with the preparation of the Registration Statement on Form S-8 (the “Registration Statement”) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the “Act”), relating to the registration by the Company of 275,000,000 shares (the “Shares”) of Class A common stock, par value $0.01 per share (“Common Stock”), issuable pursuant to the Comcast Corporation 2023 Omnibus Equity Incentive Plan (the “Plan”). This opinion is furnished pursuant to the requirements of Item 601(b)(5) of Regulation S-K.
Although as counsel to the Company we have advised the Company in connection with a variety of matters referred to us by it, our services are limited to specific matters so referred. Consequently, we do not have knowledge of many transactions in which the Company has engaged or its day-to-day operations.
In rendering this opinion, we have examined the following documents: (i) a certificate from an assistant secretary of the Company (including all attachments thereto); (ii) the Registration Statement (including all exhibits thereto); (iii) the Plan; and (iv) such other documents as we deem relevant and necessary as a basis for the opinion hereinafter expressed. We have not made any independent investigation in rendering this opinion other than the document examination described. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due authorization of all certificates, documents and records examined and the genuineness of all signatures.
In rendering this opinion, we have assumed that, at the time of issuance of any Shares, there shall be a sufficient number of duly authorized and unissued shares of the Company’s Common Stock to accommodate the issuance of the Shares.
Our opinion is limited to the Pennsylvania Business Corporation Law of 1988, as amended.
Based upon and subject to 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 nonassessable.
This opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.
This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred beyond the matters expressly stated herein.
