EXHIBIT 5.2
[COMPANY LETTERHEAD]
October 4, 2002
AT&T Broadband Corp.
188 Inverness Drive West
Englewood, CO 80112
Dear Sirs:
I am acting as attorney to AT&T Broadband Corp. (the "Company") in
connection with the preparation of a registration statement on Form S-4 (the
"Registration Statement") that AT&T Corp. ("AT&T"), the Company and other
registrants have filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended, relating to (a) the following series of
notes (the "Broadband Exchange Notes") upon which AT&T and the Company are
co-obligors: 7.00% Notes Due May 15, 2005, 7.50% Notes Due 2006, 7.75% Notes Due
March 1, 2007, 6.00% Notes Due 2009, 8.125% Debentures Due January 15, 2022,
8.125% Debentures Due July 15, 2024, 8.35% Debentures Due 2025, 8.625%
Debentures Due December 1, 2031. The Broadband Exchange Notes are being issued
pursuant to the indenture, dated September 7, 1990, between AT&T and the Bank of
New York, as trustee, as amended by the First Supplemental Indenture, dated
October 30, 1992, between AT&T and the trustee, a Second Supplemental Indenture
to be executed between AT&T and the trustee, and a Third Supplemental Indenture
to be executed between the Company, AT&T and the trustee (collectively referred
to as the "Indenture"). The Broadband Exchange Notes are being issued in
connection with an exchange offer for currently outstanding notes of AT&T.
In furnishing this opinion, I or attorneys under my supervision have
examined such documents, legal opinions and precedents, corporate and other
records of the Company and certificates of public officials and officers of the
Company as I have deemed necessary or appropriate to provide a basis for the
opinions set forth below. In such examination, I have assumed the genuineness of
all signatures, the authenticity of all documents submitted to me as original
documents and conformity to original documents of all documents submitted to me
as certified or photostatic copies.
On the basis of the foregoing, I am of the opinion that:
1. the issuance of the Broadband Exchange Notes has been duly
authorized by the Board of Directors of the Company; and
2. when issued in accordance with the terms of the Company's
certificate of incorporation, the resolutions of the Board of
Directors of the Company relating to the issuance of Broadband
Exchange Notes and the Indenture, the Broadband Exchange Notes
will be validly authorized, issued and delivered by the
Company in accordance with the terms of the Indenture, and
will constitute the legally binding obligations of the Company
(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).
In connection with the opinions expressed above, I have assumed that at
or prior to the delivery of the Broadband Exchange Notes there shall not have
occurred any change in law affecting the validity or enforceability of the
Broadband Exchange Notes, and that none of the terms of the Broadband Exchange
Notes, the issuance and delivery of the Broadband Exchange Notes, nor the
compliance by the Company with the terms of the Broadband Exchange Notes 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 any restriction
imposed by any court or governmental body having jurisdiction over the Company.
I hereby consent to the filing of this opinion with the Securities and
Exchange Commission in connection with the filing of the Registration Statement.
I also consent to the making of the statement with respect to me in the
Registration Statement under the heading "Legal Matters."
Very truly yours,
/s/ James N. Zerefos
---------------------------
James N. Zerefos
Associate General Counsel