Exhibit 5
A Partnership Including Boston
Professional Corporations Chicago
227 West Monroe Street Dusseldorf
Chicago, IL 60606-5096 London
312-372-2000 Los Angeles
Facsimile 312-984-7700 Miami
www.mwe.com Milan
McDermott, Will & Emery Munich
New York
Orange County
Rome
San Diego
Silicon Valley
Washington, D.C.
November 24, 2003
Constellation Brands, Inc.
300 WillowBrook Office Park
Fairport, New York 14450
Re: Registration Statement on Form S-3
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Ladies and Gentlemen:
We have acted as counsel to Constellation Brands, Inc. (the "Company")
in connection with the above-referenced Registration Statement on Form S-3 (the
"Registration Statement") filed with the Securities and Exchange Commission (the
"SEC") under the Securities Act of 1933, as amended (the "Act"), relating to the
proposed public offering of up to $750,000,000 in aggregate amount of (i) its
debt securities ("Debt Securities"), which may be unconditionally and
irrevocably guaranteed (the "Guarantees") by certain of the Company's
subsidiaries (the "Guarantors") that are signatories to the indentures which are
filed as exhibits to the Registration Statement (the "Indenture"); (ii) shares
of its Preferred Stock (the "Preferred Stock"), par value $.01 per share, which
may be represented by depositary shares (the "Depositary Shares") and (iii)
shares of its Class A Common Stock, par value $.01 per share (the "Common Stock"
and, together with the Debt Securities, the Preferred Stock and the Common
Stock, the "Securities"), all of which Securities may be sold by the Company
from time to time as set forth in the prospectus which forms a part of the
Registration Statement (the "Prospectus"), and as to be set forth in one or more
supplements to the Prospectus (each, a "Prospectus Supplement").
In arriving at the opinion expressed below, we have assumed that the
issuance, sale, amount and terms of the Securities to be offered from time to
time will be duly authorized and determined by proper action of the Board of
Directors of the Company consistent with the procedures and terms described in
the Registration Statement (each, a "Board Action") and in accordance with the
Company's Restated Certificate of Incorporation (the "Certificate") and
applicable Delaware law. 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.
Based upon, subject to and limited by the foregoing, we are of the
opinion that, as of the date hereof:
1. When the Registration Statement has become effective under
the Act, when the Guarantees have been duly authorized by
all necessary corporate action, and when the Debt Securities
have been (a) duly established by the Indenture or any
supplemental indenture thereto, (b) duly authorized and
established by applicable Board Action and duly
authenticated by the trustee thereunder (the "Trustee"), and
(c) duly executed and delivered on behalf of the Company
against payment therefore in accordance with the terms of
such Board Action, any applicable underwriting agreement,
the Indenture and any applicable supplemental indenture, and
as contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, the Debt Securities will
constitute binding obligations of the Company, enforceable
in accordance with their terms, 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.
2. When the Registration Statement has become effective under
the Act and when the Preferred Stock has been duly
authorized and established by applicable Board Action, in
accordance with the terms of the Certificate and applicable
law, upon issuance and delivery of the Preferred Stock
against payment of valid consideration therefore in
accordance with the terms of such Board Action and any
applicable underwriting or purchase agreement, and as
contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, the shares represented by
such shares of Preferred Stock will be legally issued, fully
paid and non-assessable.
3. When the Registration Statement has become effective under
the Act, when the Depositary Shares and the underlying
Preferred Stock have been duly authorized and established by
applicable Board Action, in accordance with the terms of the
Certificate and applicable law, and when (a) a deposit
agreement substantially as described in the Registration
Statement has been duly executed and delivered by the
Company and a depositary, and (b) the depositary receipts
representing the Depositary Shares in the form contemplated
and authorized by such deposit agreement have been duly
executed and delivered by such depositary and delivered to
and paid for by the purchasers thereof in the manner
contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, upon issuance and delivery
of the Preferred Stock against payment of valid
consideration therefore in accordance with the terms of such
Board Action and any applicable underwriting or purchase
agreement, and as contemplated by the Registration Statement
and/or the applicable Prospectus Supplement, such Depositary
Shares will be legally issued and will entitle the holders
thereof to the rights specified in the depositary receipts
and the deposit agreement relating to such Depositary
Shares.
4. When the Registration Statement has become effective under
the Act, upon due authorization by Board Action of an
issuance of Common Stock, and upon issuance and delivery of
the Common Stock against payment of valid consideration
therefore in accordance with the terms of such Board Action
and any applicable underwriting or purchase agreement, and
as contemplated by the Registration Statement and/or the
applicable Prospectus Supplement, such shares of Common
Stock will be legally issued, fully paid and non-assessable.
To the extent that the obligations of the Company under a deposit
agreement or the obligations of the Company or the Guarantors under the
Indenture may be dependent upon such matters, we have assumed for purposes of
this opinion (i) that the applicable depositary or trustee, as the case may be,
is duly organized, validly existing and in good standing under the laws of its
jurisdiction of organization and is duly qualified to engage in the activities
contemplated by the applicable deposit agreement or the Indenture, as the case
may be, (ii) that such deposit agreement or Indenture, as the case may be, has
been duly authorized, executed and delivered by and constitutes the legal, valid
and binding obligation of such depositary or trustee, as the case may be,
enforceable in accordance with its respective terms, 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, (iii) that such
depositary or trustee, as the case may be, is in compliance, generally and with
respect to acting as a depositary or trustee, respectively, under the applicable
deposit agreement or the Indenture, with all applicable laws and regulations and
(iv) that such depositary or trustee, as the case may be, has the requisite
organizational and legal power and authority to perform its obligations under
the applicable deposit agreement or the Indenture, as the case may be.
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, the
laws of the State of New York and, to the extent relevant to the opinions
expressed herein, the General Corporation Law of the State of Delaware (the
"DGCL") and applicable provisions of the Delaware Constitution, in each case as
currently in effect, and reported judicial decisions interpreting the DGCL and
such provisions of the Delaware Constitution.
We hereby consent to the reference to our firm under the caption "Legal
Opinions" 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 SEC thereunder.
Very truly yours,
/s/ McDermott, Will & Emery