Exhibit 5 May 11, 2001 Constellation Brands, Inc. 300 WillowBrook Office Park Fairport, New York 14450 Re: Registration Statement on Form S-4 of Constellation Brands, Inc. ---------------------------------------------------------------- Ladies and Gentlemen: This opinion is furnished to you in connection with the registration statement on Form S-4 (the "Registration Statement") filed with the Securities and Exchange Commission under the Securities Act of 1933, as amended (the "Act"), for the registration of $200,000,000 aggregate principal amount of 8% Series B Senior Notes due 2008 (the "New Notes") of Constellation Brands, Inc., a Delaware corporation (the "Company"), to be unconditionally guaranteed (the "Guarantees") by certain of the Company's subsidiaries that are signatories to the Indenture (the "Guarantors"). The New Notes will be offered in exchange (the "Exchange") for the Company's outstanding 8% Senior Notes due 2008 (the "Old Notes"). The New Notes will be issued in exchange for Old Notes pursuant to an Indenture (the "Indenture") dated as of February 21, 2001 by and among the Company, certain guarantor subsidiaries of the Company, and BNY Midwest Trust Company, as Trustee (the "Trustee"), and the related Registration Rights Agreement dated as of February 21, 2001 among the Company, certain guarantors named therein, and Chase Securities Inc., Salomon Smith Barney Inc., Credit Suisse First Boston Corporation and Scotia Capital (USA) Inc. (the "Registration Rights Agreement"). We have examined the Registration Statement, the Indenture, the Registration Rights Agreement, the New Notes, and such other documents as we have deemed necessary to enable us to express the opinion set forth below. In addition, we have examined and relied, to the extent we deemed proper, on certificates of officers of the Company and the Guarantors as to factual matters, and on originals or copies certified or otherwise identified to our satisfaction, of all such corporate records of the Company and the Guarantors and such other instruments and certificates of public officials and other persons as we have deemed appropriate. In our examination, we have assumed the authenticity of all documents submitted to us as originals, the conformity to the original documents of all documents submitted to us as copies, the Constellation Brands, Inc. May 11, 2001 Page 2 genuineness of all signatures on documents reviewed by us and the legal capacity of natural persons. We have further assumed that the New Notes and the Guarantees have been duly executed and delivered, all in accordance with the authorizing resolutions of the Boards of Directors of the Company and the Guarantors. We express no opinion as to the applicability of, compliance with or effect of, the law of any jurisdiction other than the federal laws of the United States, the General Corporation Law of the State of Delaware, and the laws of the State of New York. Based upon and subject to the foregoing, we are of the opinion that the New Notes, when duly executed and authenticated in accordance with the terms of the Indenture, and delivered in exchange for Old Notes in accordance with the terms of the Indenture, will be valid and legally binding obligations of the Company and will be entitled to the benefits of the Indenture, except that the enforceability thereof may be limited by or subject to bankruptcy, reorganization, insolvency, fraudulent conveyance, moratorium or other similar laws now or hereafter existing which affect the rights and remedies of creditors generally and equitable principles of general applicability. In rendering the opinion set forth above, we have assumed that the execution, authentication and delivery by the Company of the Indenture and the New Notes do not and will not violate, conflict with or constitute a default under any agreement or instrument to which the Company or its properties is subject, except for those agreements and instruments which have been identified to us by the Company as being material to it and which are listed in Part 2 of the Company's Annual Report on Form 10-K for the year ended 2000. We hereby consent to the reference to our firm under the caption "Legal Matters" in the Registration Statement and to the use of this opinion as an exhibit to the Registration Statement. In giving this consent, we do not hereby 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/ McDermott, Will & Emery