Exhibit 5.1


                     [MCDERMOTT, WILL & EMERY LETTERHEAD]


                               December 9, 1996


Canandaigua Wine Company, Inc.
116 Buffalo Street
Canandaigua, NY  14424

     Re:  Registration Statement on Form S-4
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Ladies and Gentlemen:

     This opinion is furnished to you in connection with the above-referenced
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 $65,000,000 aggregate principal amount of 8
3/4% Series C Senior Subordinated Notes due 2003 (the "Exchange Notes") of
Canandaigua Wine Company, Inc., a Delaware corporation (the "Company") to be
unconditionally guaranteed on a senior subordinated basis (the "Guarantees") by
certain of the Company's subsidiaries that are signatories to the Indenture (the
"Guarantors").  The Exchange Notes will be offered in exchange (the "Exchange")
for the Company's outstanding 8 3/4% Series B Senior Subordinated Notes due 2003
(the "Old Notes").

     The Exchange Notes are to be issued in exchange for Old Notes pursuant to
an Indenture (the "Indenture") dated as of October 29, 1996 between the Company,
the Guarantors and Harris Trust and Savings Bank, as Trustee (the "Trustee") and
the related Exchange and Registration Rights Agreement dated as of October 29,
1996 among the Company, the Guarantors, Chase Securities Inc. and CS First
Boston Corporation (the "Registration Rights Agreement").

     In arriving at the opinion expressed below, we have examined the
Registration Statement, the Indenture, the Registration Rights Agreement, the
Exchange Notes, the Guarantees and such other documents as we have deemed
necessary to enable us to express the opinion hereinafter set forth.  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 genuineness of all signatures on documents reviewed by us and the legal
capacity of natural persons.  We have further assumed that the Exchange Notes
and the Guarantees have been duly executed and delivered, all in accordance with
authorizing resolutions of the Board 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 United States Federal law and the
laws of Delaware, New York and the District of Columbia.

     Based upon and subject to the foregoing, we are of the opinion that the
Exchange Notes and the Guarantees, 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 the Guarantors, respectively 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.

     We hereby consent to the references 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 Securities Act of 1933, as amended, or the rules and
regulations of the Securities and Exchange Commission thereunder.

                                 Very truly yours,

                                 /s/ McDermott, Will & Emery