Exhibit 5.1
One Logan Square
130 North
18th Street | Philadelphia, PA 19103-6998
February 23, 2024
Comcast Corporation
One Comcast Center
Philadelphia, PA 19103-2838
Ladies and Gentlemen:
We have acted as counsel to Comcast Corporation, a Pennsylvania corporation (the Company), in connection with the preparation of
the Registration Statement on Form S-8 (the Registration Statement) to be filed by the Company with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the
Act), relating to the registration by the Company of $500,000,000 of deferred compensation obligations (the Deferred Compensation Obligations), which represent general unsecured obligations to pay deferred compensation in the
future in accordance with the Comcast Select Deferred Compensation Plan, as amended and restated effective October 12, 2021 (the Deferred Compensation Plan). This opinion is furnished pursuant to the requirements of Item 601(b)(5)
of Regulation S-K.
Although as counsel to the Company we have advised the Company in connection
with a variety of matters referred to us by it, our services are limited to specific matters so referred. Consequently, we do not have knowledge of many transactions in which the Company has engaged or its day-to-day operations.
In rendering this opinion, we have examined the following documents:
(i) the Companys Amended and Restated Articles of Incorporation; (ii) the Companys Amended and Restated By-Laws; (iii) resolutions adopted by the Compensation and Human Capital
Committee of the Board of Directors (the Board) of the Company (f/k/a the Compensation Committee of the Board) related to the delegation of authority to the Chief Financial Officer of the Company to amend the Deferred Compensation Plan;
(iv) resolutions adopted by the Board; (v) the Registration Statement (including all exhibits thereto); (vi) the Deferred Compensation Plan; and (vii) a certificate from an assistant secretary of the Company. We have not made any
independent investigation in rendering this opinion other than the document examination described. We have assumed and relied, as to questions of fact and mixed questions of law and fact, on the truth, completeness, authenticity and due
authorization of all certificates, documents and records examined and the genuineness of all signatures.
Our opinion is limited to the
Pennsylvania Business Corporation Law of 1988, as amended.
Based upon and subject to the foregoing, we are of the opinion that the
Deferred Compensation Obligations, when issued in accordance with the Deferred Compensation Plan, will constitute valid and binding obligations of the Company enforceable against the Company in accordance with the terms of the Deferred Compensation
Plan, except to the extent that enforcement thereof may be limited by (a) bankruptcy, insolvency, reorganization, receivership, fraudulent transfer, moratorium or other laws relating to or affecting creditors rights generally and
(b) general principles of equity, regardless of whether enforceability is considered in a proceeding at law or in equity.
This
opinion is given as of the date hereof. We assume no obligation to update or supplement this opinion to reflect any facts or circumstances which may hereafter come to our attention or any changes in laws which may hereafter occur.
This opinion is strictly limited to the matters stated herein and no other or more extensive opinion is intended, implied or to be inferred
beyond the matters expressly stated herein.