EXHIBIT 5.2
November 2, 1998
Comcast Cable Communications, Inc.
1105 North Market Street
Wilmington, Delaware 19801
Re: Comcast Cable Trust I, Comcast Cable Trust II and
Comcast Cable Trust III
Ladies and Gentlemen:
We have acted as special Delaware counsel for Comcast Cable
Communications, Inc., a Delaware corporation (the "Company"), Comcast Cable
Trust I, a Delaware business trust ("Trust I"), Comcast Cable Trust II, a
Delaware business trust ("Trust II"), and Comcast Cable 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 October 30, 1998;
(b) The Certificate of Trust of Trust II, as filed with the
Secretary of State on October 30, 1998;
(c) The Certificate of Trust of Trust III, as filed with the
Secretary of State on October 30, 1998;
(d) The Declaration of Trust of Trust I, dated as of
October 30, 1998 among the Company and the trustees named therein;
(e) The Declaration of Trust of Trust II, dated as of
October 30, 1998 among the Company and the trustees named therein;
(f) The Declaration of Trust of Trust III, dated as of
October 30, 1998 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 (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"), filed by the Company and the Trusts
with the Securities and Exchange Commission;
(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 October 30, 1998, 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.
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.
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, PA
GCK/sek