Exhibit 5.2


                                  [LETTERHEAD]


                                                                 June 20, 2003



                        Rogers Cable Inc. Exchange Offer
                     US$350,000,000 6.250% Senior (Secured)
                         Second Priority Notes Due 2013


Dear Ladies and Gentlemen:

            We have acted as U.S. counsel for Rogers Cable Inc. (the "Company"),
a corporation organized under the laws of the Province of Ontario, in connection
with the filing by the Company with the Securities and Exchange Commission (the
"Commission") of a registration statement on Form F-4 on the date hereof under
the Securities Act of 1933, as amended, relating to the proposed issuance of up
to US$350,000,000 aggregate principal amount of 6.250% Exchange Senior (Secured)
Second Priority Notes due 2013 (the "New Notes") in exchange for a like amount
of its outstanding 6.250% Senior (Secured) Second Priority Notes due 2013. The
New Notes are to be issued pursuant to an indenture, dated as of June 19, 2003
(the "Indenture"), between the Company and JPMorgan Chase Bank, as trustee (the
"Trustee").

            In that connection, we have examined originals, or copies certified
or otherwise identified to our satisfaction, of such documents, corporate
records and other instruments as we have deemed necessary for the purposes of
this opinion, including the Indenture and the Registration Statement.

            Based on the foregoing, we are of opinion that, provided that the
Indenture has been duly authorized, executed and delivered by the Company and
the Trustee, when (i) the New Notes are duly authorized, executed and delivered
on behalf of the Company in accordance with the Indenture and (ii) the New Notes
are duly authenticated by the Trustee pursuant to the terms of the Indenture,
the New Notes will constitute valid and

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binding obligations of the Company (subject to applicable bankruptcy,
insolvency, fraudulent transfer, reorganization, moratorium or other similar
laws affecting creditors' rights generally from time to time in effect and to
general principles of equity, including, without limitation, concepts of
materiality, reasonableness, good faith and fair dealing, regardless of whether
considered in a proceeding in equity or at law).

            We are members of the bar of the State of New York and do not
express any opinion herein as to any matters governed by any law other than the
laws of the State of New York and the Federal laws of the United States of
America. Insofar as the opinion expressed herein relates to or depends upon
matters governed by the laws of Canada, we have relied upon the opinion of Torys
LLP, Canadian counsel to the Company, which is being delivered to you and filed
with the Commission as an exhibit to the Registration Statement.

            We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and the use of our name under the captions (i) "Income
Tax Consequences -- U.S. Federal Income Tax Consequences" and (ii) "Legal
Matters" in the prospectus constituting a part of the Registration Statement.

                                          Very truly yours,

                                          /s/ Cravath, Swaine & Moore LLP



Rogers Cable Inc.
   333 Bloor Street East
      Toronto, Ontario
         Canada M4W 1G9

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