FRANK E. FARELLA NORMA G. FORMANEK B. SCOTT DOUGLASS PATRICIA C. O'PREY
JEROME I. BRAUN GEORGIA H. MEAGHER RICHARD J. RABBITT DEAN PRESTON
JOHN S. MARTEL DANIEL E. COHN JUDITH LANDIS GAYLE D. WEISWASSER
GARY S. ANDERSON MATTHEW J. LEWIS MARIA L. PIZZOLI NAN E. JOESTEN
VICTOR J. HAYDEL, III JOHN D. GREEN ANTHONY RATNER DEANNA S. LEE
JON F. HARTUNG C. BRANDON WISOFF LANI ANNE REMICK MICHELLE I. FOWLER
WILLIAM R. FRIEDRICH DEAN M. GLOSTER HOLLY L. SUTTON NICOLE RODRIGUEZ
JEFFREY P. NEWMAN DENNIS M. CUSACK OLUFUNMILAYO B. AREWA DAVID E. STOLL
R. FREDERICK CASPERSEN RICHARD VAN DUZER KAREN P. KIMMEY HANNAH S. YUEN
ALAN E. HARRIS ADAM C. DAWSON PHYLLIS T. SOLOMON
JOHN L. COOPER MICHAEL P. BURNS GRACE K. WON SPECIAL COUNSEL
RANDALL W. WULFF CLAUDIA A. LEWIS JEANNE M. DEVINCENZI JAMES E. GRAND
NEIL A. GOTEINER MARK S. ANDERSON ANTHONY D. GILES WILLIAM P. KEANE
DEBORAH S. BALLATI ROBERT C. HOLTZAPPLE THOMAS B. MAYHEW WILLIAM J. MORAN
DOUGLAS R. YOUNG MARY G. MURPHY SANJAY NARAYAN
CHARLES M. SINK BRIAN P. DONNELLY STEPHANIE POWERS SKAFF OF COUNSEL
WILLIAM J. SCHLINKERT LARRY R. VOLLINTINE ANDREA K. SUTER MICHAEL GETTELMAN
BRUCE MAXIMOV KATHRYN OLIVER JOY TOM CAMERON BAKER
EDWARD ASHTON CHERRY JENNIFER SCHWARTZ KAREN K. YUEN
JAMES W. MORANDO JEFFREY M. FISHER LONNIE GOLDMAN STEPHEN E. CONE
MARY E. MCCUTCHEON SANDRA A. SCHUTZ SAID C. KORDESTANI (1947-1987)
STEVEN R. LOWENTHAL JOHN D. STUKEL BALDWIN J. LEE
MARK D. PETERSEN PAMELA HAMMOND DAVIS JASON R. RICHARDS
DIRECT: (415) 954-4464
March 29, 1999
Ravenswood Winery, Inc.
18701 Gehricke Road
Sonoma, CA 95476
Re: Initial Public Offering of Common Stock of Ravenswood Winery, Inc.
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Ladies and Gentlemen:
You have requested our opinion with respect to certain matters in
connection with the filing by Ravenswood Winery, Inc. (the "Company") of a
Registration Statement on Form SB-2 (File number 333-71729) (the "Registration
Statement") with the Securities and Exchange Commission (the "Commission") in
connection with the registration under the Securities Act of 1933, as amended,
of an aggregate of 1,150,000 shares of the Company's Common stock, including up
to 150,000 shares that may be sold pursuant to the exercise of an over-allotment
option (collectively, the "Shares").
In rendering this opinion, we have examined the following:
(1) the Company's registration statement on Form 8-A, filed with the
Commission on or about February 8, 1999;
(2) the Registration Statement, together with the Exhibits filed as a
part thereof;
(3) the prospectuses prepared in connection with the Registration
Statement (each, a "Prospectus");
(4) the minutes of meetings and actions by written consent of the
shareholders and Board of Directors that are contained in the Company's minute
books, that are in our possession; and
Ravenswood Winery, Inc.
March 29, 1999
Page 2
(5) the stock records that the Company has provided to us (consisting
of a list of shareholders and a list of debenture holders).
In our examination of documents for the purpose of this opinion, we
have assumed, and express no opinion as to, the genuineness of all signatures on
original documents, the authenticity of all documents submitted to us as
originals, the conformity to originals of all documents submitted to us as
copies, the legal capacity of all natural persons executing the same, the lack
of any undisclosed terminations, modifications, waivers or amendments to any
documents reviewed by us and the due execution and delivery of all documents,
where due execution and delivery are prerequisites to the effectiveness thereof.
As to matters of fact relevant to this opinion, we have relied solely upon our
examination of the documents referred to above and have assumed the current
accuracy and completeness of the information obtained from records referred to
above. We have made no independent investigation or other attempt to verify the
accuracy of any of such information or to determine the existence or
non-existence of any other factual matters; however, we are not aware of any
facts that would cause us to believe that the opinion expressed herein is not
accurate.
We are admitted to practice law in the State of California, and we
express no opinion herein with respect to the application or effect of the laws
of any jurisdiction other than the existing laws of the United States of America
and the State of California. Based upon the foregoing, it is our opinion that
the 1,150,000 Shares to be issued and sold by the Company, when issued and sold
in the manner referred to in the relevant Prospectus associated with the
Registration Statement, will be validly issued, fully paid and nonassessable.
This opinion speaks only as of its date and we assume no obligation to
update this opinion should circumstances change after the date hereof. This
opinion is intended solely for the Company's use as an exhibit to the
Registration Statement for the purpose of the above sale of Shares and is not to
be relied upon for any other purpose. We consent to the reference to our firm
under the caption "Legal Matters" in the Prospectus included in the Registration
Statement and to the filing of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Farella Braun & Martel LLP
Farella Braun & Martel LLP