Exhibit 5.1
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October 25, 2018
Constellation Brands, Inc.
207 High Point Drive
Building 100
Victor, New York 14564
| Re: | Registration Statement on FormS-3 filed on May 2, 2017 |
Ladies and Gentlemen:
We have acted as special counsel to Constellation Brands, Inc., a Delaware corporation (the “Company”), in connection with the Company’s Registration Statement on FormS-3 (FileNo. 333-217584) (the “Registration Statement”) filed with the Securities and Exchange Commission pursuant to the Securities Act of 1933, as amended (the “Securities Act”), for the registration of the offer and sale from time to time of the securities referred to therein, and the Prospectus Supplement dated October 22, 2018 to the Prospectus dated May 2, 2017 (together, the “Prospectus”), relating to the offer and sale by the Company of (i) $650,000,000 aggregate principal amount of the Company’s Senior Floating Rate Notes due 2021 (the “Floating Rate Notes”), (ii) $500,000,000 aggregate principal amount of the Company’s 4.400% Senior Notes due 2025 (the “2025 Notes”), (iii) $500,000,000 aggregate principal amount of the Company’s 4.650% Senior Notes due 2028, and (iv) $500,000,000 aggregate principal amount of the Company’s 5.250% due 2048 (the “2048 Notes” and, together with the Floating Rate Notes, the 2025 Notes and the 2028 Notes, the “Notes”). The Notes will be issued under an Indenture dated as of April 17, 2012 (the “Base Indenture”) as supplemented by Supplemental Indenture No. 1, dated as of April 17, 2012, Supplemental Indenture No. 2, dated as of August 14, 2012, Supplemental Indenture No. 3, dated as of May 14, 2013, Supplemental Indenture No. 4, dated as of May 14, 2013, Supplemental Indenture No. 5, dated as of June 7, 2013, Supplemental Indenture No. 6, dated as of May 28, 2014, Supplemental Indenture No. 7, dated as of November 3, 2014, Supplemental Indenture No. 8, dated as of November 3, 2014, Supplemental Indenture No. 9, dated as of December 4, 2015, Supplemental Indenture No. 10, dated as of January 15, 2016, Supplemental Indenture No. 11, dated as of December 6, 2016, Supplemental Indenture No. 12, dated as of May 9, 2017, Supplemental Indenture No. 13, dated as of May 9, 2017, Supplemental Indenture No. 14, dated as of May 9, 2017, Supplemental Indenture No. 15, dated as of November 7, 2017, Supplemental Indenture No. 16, dated as of November 7, 2017, Supplemental Indenture No. 17, dated as of November 7, 2017, Supplemental Indenture No. 18, dated as of February 7, 2018, Supplemental Indenture No. 19, dated as of February 7, 2018, Supplemental Indenture No. 20, dated as of February 7, 2018, Supplemental Indenture No. 21, dated as of October 29, 2018, Supplemental Indenture No. 22, dated as of October 29, 2018, Supplemental Indenture No. 23, dated as of October 29, 2018, and Supplemental Indenture No. 24, dated as of October 29, 2018 (collectively together with the Base Indenture, the “Indenture”) among the Company, certain subsidiary guarantors (the “Guarantors”), and Manufacturers and Traders Trust Company, as trustee (the “Trustee”), and to be sold pursuant to an underwriting agreement, dated October 22, 2018 (the “Underwriting Agreement”), among the Company, the Guarantors and Merrill Lynch, Pierce, Fenner & Smith
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