Exhibit 5

Canandaigua Brands, Inc.
300 WillowBrook Office Park
Fairport, New York 14450

         Re:      Registration Statement on Form S-4 of Canandaigua Brands, Inc.

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
(pound)75,000,000 aggregate principal amount of 8 1/2% Series B Senior Notes due
2009 (the "New Notes") of Canandaigua 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 1/2% Senior Notes due 2009 of the Company (the "Old
Notes").

         The New Notes will be issued in exchange for Old Notes pursuant to an
Indenture (the "Indenture") dated as of November 17, 1999 among the Company,
certain guarantor subsidiaries of the Company and Harris Trust and Savings Bank,
as Trustee (the "Trustee"), and the related Registration Rights Agreement dated
as of November 17, 1999 among the Company, certain guarantors named therein, and
J.P. Morgan Securities Ltd. (the "Registration Rights Agreement").

         In arriving at the opinion expressed below, 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 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 New Notes and the Guarantees have been duly executed
and delivered, all in accordance with the 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 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. With respect to the
enforceability of all obligations under the New Notes payable in pounds
sterling, we note that a United States federal court would award a judgment only
in United States dollars and that a judgment of a court in the State of New York
rendered in pounds sterling would be converted into United States dollars at the
rate of exchange prevailing on the date of entry of such judgment.

         In rendering the opinions set forth above, we have assumed that the
choice of the pounds sterling as the currency in which the New Notes are
denominated does not contravene any exchange controls or other laws of the
United Kingdom, and we have also 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 1998.

         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 Act or the rules and regulations of the
Securities and Exchange Commission thereunder.


                                                          Very truly yours,