Dean Foods Co – ‘S-4/A’ on 10/28/97 – EX-23.11

As of:  Tuesday, 10/28/97   ·   Accession #:  1047469-97-1838   ·   File #:  333-37869

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Pre-Effective Amendment to Registration of           210   1.22M 
                          Securities Issued in a                                 
                          Business-Combination Transaction                       
 2: EX-5.1      Opinion re: Legality                                   1     10K 
 3: EX-8.1      Opinion re: Tax Matters                                2     13K 
11: EX-23.10    Consent of Donaldson, Lufkin & Jenrette                1      9K 
12: EX-23.11    Consent of Goldman, Sachs & Co.                        2±    11K 
13: EX-23.12    Consent of John R. Muse                                1      7K 
14: EX-23.13    Consent of Jim L. Turner                               1      7K 
 4: EX-23.2     Consent of Experts or Counsel                          1      9K 
 5: EX-23.3     Consent of Experts or Counsel                          1      9K 
 6: EX-23.4     Consent of Experts or Counsel                          1      8K 
 7: EX-23.5     Consent of Experts or Counsel                          1      8K 
 8: EX-23.6     Consent of Experts or Counsel                          1      8K 
 9: EX-23.7     Consent of Experts or Counsel                          1      8K 
10: EX-23.8     Consent of Experts or Counsel                          1      8K 
15: EX-99.1     Form of Suiza Foods Proxy                              2     12K 
16: EX-99.2     Form of Morningstar Proxy                              2     11K 

EX-23.11   —   Consent of Goldman, Sachs & Co.

EX-23.11
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
                                                                   EXHIBIT 23.11

[GOLDMAN, SACHS & CO. LETTERHEAD] 

PERSONAL AND CONFIDENTIAL                                                       

October 24, 1997                                                                
Board of Directors                                                              
The Morningstar Group Inc.                                                      
5956 Sherry Lane                                                                
Suite 1500                                                                      
Dallas, TX 75225                                                                

Re:  Registration Statement on Form S-4 of Suiza Foods Corporation, dated       
   October 28, 1997, including the Prospectus/Joint Proxy Statement of Suiza
Foods Corporation and The Morningstar Group Inc.                      

Gentlemen:                                                                      

Reference is made to our opinion letter dated as of September 28, 1997, with    
respect to the fairness from a financial point of view to the holders of the    
outstanding shares of Common Stock, par value $0.01 per share (the "Shares"), of
The Morningstar Group Inc. (the "Company") of the exchange ratio of 0.85 shares 
of Common Stock, par value $0.01 per share, of Suiza Foods Corporation ("Suiza")
to be received for each Share pursuant to the Agreement and Plan of Merger,     
dated as of September 28, 1997, among Suiza, SF Acquisition Corporation, a      
wholly-owned subsidiary of Suiza, and the Company.                              

The foregoing opinion letter is solely for the information and assistance of the
Board of Directors of the Company in connection with its consideration of the   
transaction contemplated therein and is not to be used, circulated, quoted or   
otherwise referred to for any other purpose, nor is it to be filed with,        
included in or referred to in whole or in part in any registration statement,   
proxy statement or any other document, except in accordance with our prior      
written consent. We understand that the Company has determined to include our   
opinion in the above-referenced Registration Statement.                         

In that regard, we hereby consent to the references to the opinion of our Firm  
dated as of September 28, 1997, in the cover letter to Morningstar stockholders,
under the captions "SUMMARY--The Merger and the Merger Agreement--Background and
Reasons for the Merger; Recommendation of the Boards-- Morningstar,"            
"SUMMARY--The Merger and the Merger Agreement--Opinions of Financial Advisors," 
"THE MERGER--Reasons for the Merger; Recommendations of the Boards--Morningstar"
and "THE MERGER--Opinion of Morningstar's Financial Advisor," and to the        
inclusion of the foregoing opinion in the Prospectus/Joint Proxy Statement      
included in the above-mentioned Registration Statement. In giving such consent, 
we do not thereby admit that we come within the category of persons whose       
consent is required under Section 7 of the Securities Act of 1933 or the rules  
and regulations of the Securities and Exchange Commission thereunder.           

Very truly yours,                                                               

/s/ Goldman, Sachs & Co.                                                        
--------------------------------------                                          

(GOLDMAN, SACHS & CO.)                                                          

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		10/28/97
		10/24/97		10-Q/A,  S-4/A
		9/28/97
				List all Filings