EXHIBIT 8.1
                     [McDERMOTT, WILL & EMERY LETTERHEAD]


                               December 9, 1996



Canandaigua Wine Company, Inc.
116 Buffalo Street
Canandaigua, NY  14424

     Re:  Registration Statement on Form S-4
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Ladies and Gentlemen:

     We have acted as counsel to Canandaigua Wine Company, Inc. (the "Company")
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 $65,000,000 aggregate principal amount of 8 3/4% Series C Senior Subordinated
Notes due 2003 (the "Exchange Notes") of the Company to be offered in exchange
(the "Exchange") for the Company's outstanding 8 3/4% Series B Senior
Subordinated Notes due 2003 (the "Old Notes").
 
     We have reviewed the information that appears under the caption "Certain
Federal Income Tax Considerations" in the prospectus that is included in the
Registration Statement. In our opinion (i) the exchange of Old Notes for 
Exchange Notes pursuant to the Exchange Offer should not constitute a material 
modification of the terms of the Notes and, accordingly, such exchange should 
not be treated as an exchange or otherwise as a taxable event for federal income
tax purposes; and (ii) the material United States Federal tax considerations 
applicable to the exchange of Old Notes for Exchange Notes pursuant to the 
Exchange Offer are set forth in the foregoing referenced section.


                                 Very truly yours,


                                 /s/ McDermott, Will & Emery