EXHIBIT 8.1 [McDERMOTT, WILL & EMERY LETTERHEAD] December 9, 1996 Canandaigua Wine Company, Inc. 116 Buffalo Street Canandaigua, NY 14424 Re: Registration Statement on Form S-4 ---------------------------------- Ladies and Gentlemen: We have acted as counsel to Canandaigua Wine Company, Inc. (the "Company") 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 the Company to be offered in exchange (the "Exchange") for the Company's outstanding 8 3/4% Series B Senior Subordinated Notes due 2003 (the "Old Notes"). We have reviewed the information that appears under the caption "Certain Federal Income Tax Considerations" in the prospectus that is included in the Registration Statement. In our opinion, subject to the qualifications and limitations set forth therein, such information is an accurate summary of the material United States Federal tax considerations applicable to the Exchange of Old Notes for Exchange Notes and the ownership of Exchange Notes. Very truly yours, /s/ McDermott, Will & Emery