[LOGO]
Post
Office Box 31051
Rochester,
New York 14603-1051
Fax: (585)
263-1600
Direct
Dial: (585) 263-1000
October
22, 2007
Constellation
Brands, Inc.
370
Woodcliff Drive, Suite 300
Fairport,
New York 14450
Ladies
and Gentlemen:
We
have
acted as counsel to Constellation Brands, Inc., a Delaware corporation (the
“Company”), in connection with the Registration Statement on Form S-8 (the
“Registration Statement”) to be filed by the Company on October 22, 2007 with
the Securities and Exchange Commission (the “Commission”) under the Securities
Act of 1933, as amended (the “Act”), for the purpose of registering with the
Commission the issuance and sale of an additional 14,000,000 shares of the
Class
A Common Stock of the Company, par value $.01 per share (the “Common Stock”),
issuable pursuant to the Constellation Brands, Inc. Long-Term Stock Incentive
Plan, Amended and Restated as of July 26, 2007 (the “Plan”).
This
opinion is being delivered to you in connection with the Registration
Statement.
We
have
examined originals or copies, certified or otherwise identified to our
satisfaction, of all such records of the Company and all such agreements,
certificates of officers or other representatives of the Company, and such
other
documents, certificates and corporate or other records as we have deemed
necessary or appropriate as a basis for the opinions set forth herein, including
(i) the Certificate of Incorporation of the Company, as amended to the date
hereof, (ii) the By-Laws of the Company, as amended to the date hereof,
(iii) the Plan, and (iv) certain resolutions of the Board of Directors of
the Company authorizing the amendment and restatement of the Plan, including
the
increase of the maximum number of shares of Common Stock available for issuance
thereunder by 14,000,000 shares.
As
to
questions of fact material to our opinions expressed herein, we have, when
relevant facts were not independently established, relied upon certificates
of,
and information received from, the Company and/or representatives of the
Company. We have made no independent investigation of the facts
stated in such certificates or as to any information received from the Company
and/or representatives of the Company and do not opine as to the accuracy
of
such factual matters.
Members
of our firm involved in the preparation of this opinion are licensed to practice
law in the State of New York and we do not purport to be experts on, or to
express any opinion herein concerning, the laws of any jurisdiction other
than
the laws of the State of New York and the General Corporation Law of the
State
of Delaware.
Based
upon and subject to the foregoing, and the other qualifications and limitations
contained herein, and after (a) the above-referenced Registration Statement
has become effective under the Act and assuming that such effectiveness remains
in effect throughout the period during which shares of Common Stock are offered
and sold pursuant to the Plan, (b) the shares of Common Stock to be offered
and sold pursuant to the Plan have, if required, been duly qualified or
registered, as the case may be, for sale under applicable state securities
laws
and all applicable securities laws are complied with, (c) all necessary
action by the Board of Directors or Human Resources Committee of the Board
of
Directors of the Company shall have been taken to duly authorize the offer,
issuance and sale of Common Stock to be offered and sold pursuant to the
Plan,
and (d) the shares of Common Stock to be issued pursuant to the Plan have
been delivered pursuant to and in accordance with the terms of the Plan and
related agreements and instruments, we are of the opinion that the additional
14,000,000 shares of Common Stock to be offered and sold pursuant to the
Plan
will have been duly authorized, validly issued, fully paid and
non-assessable.
We
hereby
consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not thereby admit that we
are in the category of persons whose consent is required under Section 7
of the
Act or the rules and regulations of the Commission.
This
opinion is intended solely for your benefit in connection with the transactions
described above and, except as provided in the immediately preceding paragraph,
may not be otherwise communicated to, reproduced, filed publicly or relied
upon
by, any other person or entity for any other purpose without our express
prior
written consent. This opinion is limited to the matters stated
herein, and no opinion or belief is implied or may be inferred beyond the
matters expressly stated herein. The opinions expressed herein are
rendered as of the date hereof, and we disclaim any undertaking to advise
you of
changes in law or fact which may affect the continued correctness of any
of our
opinions as of a later date.
We
wish
to advise you that James A. Locke III, a partner of this firm and a member
of
the Company’s Board of Directors, owns shares of the Company’s Common Stock and
other securities and, as a director, is eligible to receive awards under
the
Plan. Other attorneys with Nixon Peabody LLP may own shares of the
Company’s Common Stock.
Very
truly yours,
/s/ Nixon Peabody LLP