Constellation Brands, Inc.
September 2, 2022
Page 2
original documents of all documents submitted to us, and the authenticity of the originals of such documents, and (iv) CBI and its subsidiaries will treat the Reclassification in a manner consistent with our opinion for United States federal income tax purposes. In addition, our opinion assumes and is expressly conditioned on, among other things, the initial and continuing accuracy and completeness of the facts, information, representations, covenants and agreements set forth in the documents referred to above and the statements, representations, covenants and agreements made by CBI, including those set forth in the Representation Letter. If any of the above-described assumptions are untrue for any reason or if the transaction is consummated in a manner that is different from the manner described in the Agreement or the Form S-4, our opinion may be adversely affected.
In rendering our opinion we have also considered applicable provisions of the Code, Treasury Regulations promulgated thereunder (the “Regulations”), pertinent judicial authorities, rulings of the Internal Revenue Service (“IRS”), and such other authorities as we have deemed relevant, in each case, in effect on the date hereof. Such laws, Code, Regulations, judicial decisions, administrative interpretations and other authorities are subject to change at any time and, in some circumstances, with retroactive effect. A change in any of the authorities upon which our opinion is based, or any variation or difference in any fact from those set forth or assumed herein or in the Agreement or the Representation Letter could affect our conclusions herein. Our opinion is not binding on the IRS or any other court, and there is no assurance that our opinion will be accepted by the IRS or, if challenged, by a court.
Based upon and subject to the foregoing, we are of the opinion that, under currently applicable United States federal income tax law, the Reclassification will qualify as a recapitalization within the meaning of Section 368(a)(1)(E) of the Code. We express no other opinion to any party as to any tax consequences, whether federal, state, local or foreign, of the Reclassification or of any transaction related to or contemplated by the Reclassification.
This opinion is expressed as of the date hereof, and we are under no obligation to supplement or revise our opinion to reflect, or inform CBI of, any legal developments or factual matters arising subsequent to the date hereof or the impact of any information, document, certificate, record, statement, representation, covenant or assumption relied upon herein that becomes incorrect or untrue.
