EXHIBIT 5.1

                      [LETTERHEAD OF DAVIS POLK & WARDWELL]



                                                                February 7, 2003


Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania  19102

Ladies and Gentlemen:

         We have acted as counsel to Comcast Corporation, Comcast Cable
Communications, Inc., Comcast Cable Communications Holdings, Inc., Comcast
Holdings, LLC, and Comcast MO Group, Inc. (the "Guarantors") in connection with
the Registration Statement on Form S-4, as amended (the "Registration
Statement") (File No. 333-102833) filed with the Securities and Exchange
Commission pursuant to the Securities Act of 1933, as amended.

         The Registration Statement relates to the solicitation of consents from
the holders of the 8 7/8% Senior Debentures Due September 15, 2005, 8.30% Senior
Notes Due May 15, 2006, 9% Senior Debentures Due September 1, 2008 and 9.5%
Senior Debentures Due August 1, 2013 (the "Continental Notes") of Comcast MO of
Delaware, Inc. ("Continental") to an amendment (the "Amendment") to the terms of
the indentures governing the Continental Notes in consideration for full and
unconditional guarantees (the "Guarantees") by the Guarantors of the obligations
of Continental under the Continental Notes, as more fully described in the
prospectus (the "Prospectus") included in the Registration Statement.

         The 8 7/8% Senior Debentures Due September 15, 2005 were issued
pursuant to the Indenture dated as of August 1, 1993, as amended by the First
Supplemental Indenture, dated as of November 15, 1996, between Continental and
The Bank of New York, as trustee, the 9% Senior Debentures Due September 1, 2008
were issued pursuant to the Indenture dated as of June 1, 1993, between
Continental and Bank One, N.A., as successor trustee to The First National Bank
of Chicago, the 8.30% Senior Notes Due May 15, 2006 were issued pursuant to the
Indenture dated as of December 13, 1995, between Continental and The Bank of New
York, as successor trustee to the Bank of Montreal Trust Company, and the 9.5%
Senior Debentures Due August 1, 2013 were issued pursuant to the Indenture dated
as of August 1, 1993, as amended by the First Supplemental Indenture, dated as
of November 15, 1996, between Continental and The Bank of New York, as trustee
(collectively, the "Indentures"). We refer to the supplemental indentures which,
subject to receipt of the requisite consents to the Amendment, will be entered
into among the Guarantors, Continental and the trustee under the applicable
Indenture to effect the Amendment and the Cable Guarantees as the "Supplemental
Indentures."



Comcast Corporation               2                             February 7, 2003


         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 upon the
receipt of the requisite consents from the holders of the Continental Notes to
the Amendment as described in the Prospectus, and the due authorization,
execution and delivery of the Supplemental Indentures in accordance with the
terms of the Continental Notes and the Indentures, the Cable Guarantees will be
valid and binding obligations of the Guarantors.

         In connection with the opinions expressed above, we have assumed (a)
the due authorization, execution and delivery of the Indentures, (b) the due
authorization, execution, authentication, issuance and delivery of the
Continental Notes in accordance with the terms of the Indentures, (c) the due
authorization, execution and delivery of the Supplemental Indentures, (d) the
qualification of the Indentures and Supplemental Indentures under the Trust
Indenture Act of 1939, as amended, (e) there will not have occurred any change
in law affecting the validity or enforceability of the Continental Notes,
Indentures, Supplemental Indentures or Guarantees and (f) none of the terms of
the Continental Notes, Indentures or Supplemental Indentures, the issuance and
delivery of the Continental Notes, or the compliance by Continental and the
Guarantors with the terms of the Continental Notes, Indentures and Supplemental
Indentures violated or will violate any applicable law or resulted in or will
result in a violation of any provision of any instrument or agreement then
binding upon Continental or any Guarantor, or any restriction imposed by any
court or governmental body having jurisdiction over Continental or any
Guarantor.

         We are members of the Bar of the State of New York 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 consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to Davis Polk & Wardwell under the caption "Legal
Matters" in the prospectus incorporated by reference therein.

                                                       Very truly yours,

                                                       /s/ Davis Polk & Wardwell