EXHIBIT 5.3
[Letterhead of Richards, Layton & Finger, P.A.]
January 31, 2001
Comcast Corporation
1500 Market Street
Philadelphia, Pennsylvania 19102-2148
Re: Comcast Corporation Trust I, Comcast Corporation Trust II
and Comcast Corporation Trust III
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Ladies and Gentlemen:
We have acted as special Delaware counsel for Comcast Corporation, a
Pennsylvania corporation (the "Company"), Comcast Corporation Trust I, a
Delaware business trust ("Trust I"), Comcast Corporation Trust II, a Delaware
business trust ("Trust II") and Comcast Corporation Trust III, a Delaware
business trust ("Trust III") (Trust I, Trust II and Trust III are hereinafter
collectively referred to as the "Trusts" and sometimes hereinafter individually
referred to as a "Trust"), in connection with the matters set forth herein. At
your request, this opinion is being furnished to you.
For purposes of giving the opinions hereinafter set forth, our examination
of documents has been limited to the examination of originals or copies of the
following:
(a) The Certificate of Trust of Trust I, as filed with the office of the
Secretary of State of the State of Delaware (the "Secretary of
State") on June 16, 1999;
(b) The Certificate of Trust of Trust II, as filed with the Secretary of
State on June 16, 1999;
(c) The Certificate of Trust of Trust III, as filed with the Secretary of
State on June 16, 1999;
Comcast Corporation
January 31, 2001
Page 2
(d) The Declaration of Trust of Trust I, dated as of June 16, 1999, among
the Company and the trustees named therein;
(e) The Declaration of Trust of Trust II, dated as of June 16, 1999,
among the Company and the trustees named therein;
(f) The Declaration of Trust of Trust III, dated as of June 16, 1999,
among the Company and the trustees named therein;
(g) The Registration Statement (the "Registration Statement") on Form
S-3, including a preliminary prospectus with respect to the Trusts,
filed by the Company with the Securities and Exchange Commission on
January 19, 2001, as amended by Amendment No. 1 thereto, filed by the
Company with the Securities and Exchange Commission on January 31,
2001, (the "Prospectus"), relating to the Guaranteed Trust Preferred
Securities of the Trusts representing preferred undivided beneficial
interests in the assets of the Trusts (each, a "Guaranteed Trust
Preferred Security" and collectively, the "Guaranteed Trust Preferred
Securities");
(h) A form of Amended and Restated Declaration of Trust for each of the
Trusts, to be entered into between the Company, the trustees of the
Trust named therein, and the holders, from time to time, of the
undivided beneficial interests in the assets of such Trust
(collectively, the "Trust Agreements" and individually, a "Trust
Agreement"), attached as an exhibit to the Registration Statement;
and
(i) A Certificate of Good Standing for each of the Trusts, dated January
31, 2001, obtained from the Secretary of State.
Initially capitalized terms used herein and not otherwise defined are used
as defined in the Trust Agreements.
For purposes of this opinion, we have not reviewed any documents other
than the documents listed in paragraphs (a) through (i) above. In particular,
we have not reviewed any document (other than the documents listed in
paragraphs (a) through (i) above) that is referred to in or incorporated by
reference into the documents reviewed by us. We have assumed that there exists
no provision in any document that we have not reviewed that is inconsistent
with the opinions stated herein. We have conducted no independent factual
investigation of our own but rather have relied solely upon the foregoing
documents, the statements and information set forth therein and the additional
matters recited or assumed herein, all of which we have assumed to be true,
complete and accurate in all material respects.
Comcast Corporation
January 31, 2001
Page 3
With respect to all documents examined by us, we have assumed (i) the
authenticity of all documents submitted to us as authentic originals, (ii) the
conformity with the originals of all documents submitted to us as copies or
forms, and (iii) the genuineness of all signatures.
For purposes of this opinion, we have assumed (i) that each of the Trust
Agreements will constitute the entire agreement among the parties thereto with
respect to the subject matter thereof, including with respect to the creation,
operation and termination of the applicable Trust, and that the Trust
Agreements and the Certificates of Trust will be in full force and effect and
will not be amended, (ii) except to the extent provided in paragraph 1 below,
the due organization or due formation, as the case may be, and valid existence
in good standing of each party to the documents examined by us under the laws
of the jurisdiction governing its organization or formation, (iii) the legal
capacity of natural persons who are parties to the documents examined by us,
(iv) that each of the parties to the documents examined by us has the power and
authority to execute and deliver, and to perform its obligations under, such
documents, (v) the due authorization, execution and delivery by all parties
thereto of all documents examined by us, (vi) the receipt by each Person to
whom a Guaranteed Trust Preferred Security is to be issued by the Trusts
(collectively, the "Guaranteed Trust Preferred Security Holders") of a
Guaranteed Trust Preferred Security Certificate for such Guaranteed Trust
Preferred Security and the payment for such Guaranteed Trust Preferred
Security, in accordance with the Trust Agreements and the Registration
Statement, and (vii) that the Guaranteed Trust Preferred Securities are
authenticated, issued and sold to the Capital Security Holders in accordance
with the Trust Agreements and the Registration Statement. We have not
participated in the preparation of the Registration Statement or the Prospectus
and assume no responsibility for their contents.
This opinion is limited to the laws of the State of Delaware (excluding
the securities laws of the State of Delaware), and we have not considered and
express no opinion on the laws of any other jurisdiction, including federal
laws and rules and regulations relating thereto. Our opinions are rendered only
with respect to Delaware laws and rules, regulations and orders thereunder
which are currently in effect.
Based upon the foregoing, and upon our examination of such questions of
law and statutes of the State of Delaware as we have considered necessary or
appropriate, and subject to the assumptions, qualifications, limitations and
exceptions set forth herein, we are of the opinion that:
1. Each of the Trusts has been duly created and is validly existing in
good standing as a business trust under the Business Trust Act.
Comcast Corporation
January 31, 2001
Page 4
2. The Guaranteed Trust Preferred Securities of each Trust will represent
valid and, subject to the qualifications set forth in paragraph 3 below, fully
paid and nonassessable undivided beneficial interests in the assets of the
applicable Trust.
3. The Guaranteed Trust Preferred Security Holders, as beneficial owners
of the applicable Trust, will be entitled to the same limitation of personal
liability extended to stockholders of private corporations for profit organized
under the General Corporation Law of the State of Delaware. We note that the
Guaranteed Trust Preferred Security Holders may be obligated to make payments
as set forth in the Trust Agreement.
We consent to the filing of this opinion with the Securities and Exchange
Commission as an exhibit to the Registration Statement. We hereby consent to
the use of our name under the heading "Legal Matters" in the Prospectus. In
giving the foregoing consents, 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. Except as stated above, without our prior
written consent, this opinion may not be furnished or quoted to, or relied upon
by, any other person for any purpose.
Very truly yours,
/s/ Richards, Layton & Finger, P.A.
GCK/ks