EXHIBIT 5.1


                        [Letterhead of Dewey Ballantine]



                                 November 13, 1995



   DC Holdco, Inc.
   500 South Buena Vista Street
   Burbank, California 91521

             Re:  DC Holdco, Inc.
                  Registration Statement on Form S-4
                  ----------------------------------

   Ladies and Gentlemen:

             We are acting as counsel to DC Holdco, Inc., a Delaware corporation
   (the "Corporation"), in connection with the filing of the above-referenced
   Registration Statement on Form S-4 (the "Registration Statement") for the
   registration of up to 694,244,639 shares of Common Stock, par value $0.01 per
   share, including the preferred stock purchase rights associated therewith
   (the "Common Shares"), of the Corporation under the Securities Exchange Act
   of 1933, as amended (the "Act").  As such counsel, we have been requested to
   render this opinion.

             For the purpose of rendering the opinion set forth herein, we have
   been furnished with and examined such certificates and other documents as we
   deemed necessary or advisable for the purpose of expressing the opinion
   contained herein, including, without limitation, the following:

             1.   The Certificate of Incorporation of the Corporation as filed
   as an exhibit to the Registration Statement;

             2.   The Bylaws of the Corporation as filed as an exhibit to the
   Registration Statement;

             3.   The Registration Statement; and

             4.   Records of proceedings of the Board of Directors of the
   Corporation pertaining to the authorization of the issuance of the Common
   Shares.

 
DC Holdco, Inc.
November 13, 1995
Page 2

             With respect to all of the documents reviewed, we have assumed,
   without investigation, the genuineness of all signatures, the authenticity of
   all documents submitted to us as originals and the conformity to originals of
   all documents submitted to us as certified or reproduced copies.  In
   rendering our opinion set forth below, we have relied as to factual matters
   upon information obtained from the Corporation, its officers and
   representatives and public officials.

             We are admitted to the Bar of the State of New York and express no
   opinion as to the laws of any other jurisdiction other than the General
   Corporation Law of the State of Delaware.

             Based upon and subject to the foregoing, we are of the opinion that
   the Common Shares to be issued in connection with the merger of (i) The Walt
   Disney Company with DCA Merger Corp. and (ii) Capital Cities/ABC, Inc. with
   DCB Merger Corp. are duly authorized and, upon the filing of the Certificates
   of Merger with the Secretary of State of the State of Delaware and the
   Department of State of the State of New York, respectively, will, when
   issued, be validly issued, fully paid and nonassessable.

             We hereby consent to the filing of this opinion as an exhibit to
   the Registration Statement and to the reference to this Firm under the
   caption "Legal Matters" in the Joint Proxy Statement/Prospectus constituting
   a part of the Registration Statement.  In giving this consent, we do not
   thereby admit that we come within the category of persons whose consent is
   required under Section 7 of the Act or the rules and regulations of the
   Securities and Exchange Commission thereunder.


                                 Very truly yours,


                                 /s/Dewey Ballantine