Dean Foods Co – ‘S-4/A’ on 10/28/97 – EX-8.1

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

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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-8.1   —   Opinion re: Tax Matters

EX-8.1
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                                                                   EXHIBIT 8.1

[WEIL, GOTSHAL & MANGES LLP LETTERHEAD] 

October 28, 1997

The Morningstar Group Inc.                                                      
5956 Sherry Lane                                                                
Suite 1500                                                                      
Dallas, Texas  75225                                                            
Attention:  C. Dean Metropoulos                                                 

Ladies & Gentlemen:                                                             

     You have requested our opinion regarding certain federal income tax
consequences of the merger (the "Merger") of SF Acquisition Corporation         
("Sub"), a Delaware corporation and the wholly owned subsidiary of Suiza        
Foods Corporation ("Parent"), a Delaware corporation, with and into The         
Morningstar Group Inc. (the "Company"), a Delaware corporation.                 

     In formulating our opinion, we examined such documents as we deemed
appropriate, including the Agreement and Plan of Merger among Parent, Sub and   
the Company dated as of September 28, 1997 (the "Merger Agreement"), and the    
Joint Proxy Statement/Prospectus (the "Joint Proxy Statement/Prospectus")       
included in the Registration Statement on Form S-4 (Registration No. 333-37869) 
filed by Parent with the Securities and Exchange Commission on October 28, 1997.
In addition, we have obtained such additional information as we have deemed     
relevant and necessary through consultation with various officers and           
representatives of Parent and the Company.                                      

Our opinion set forth below assumes (1) the accuracy of the   
statements and facts concerning the Merger set forth in the Merger Agreement    
and the Joint Proxy Statement/Prospectus, (2) the consummation of the Merger    
in the manner contemplated by, and in accordance with the terms set forth in,   
the Merger Agreement and the Joint Proxy Statement/Prospectus and (3) the       
accuracy of (i) the representations made by Parent, which                       

EX-8.1
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The Morningstar Group, Inc.                                                     
October 28, 1997                                                                
Page 2                                                                          

are set forth in the Officers' Certificate delivered to us by Parent, dated     
the date hereof, and (ii) the representations made by the Company, which are    
set forth in the Officers' Certificate delivered to us by the Company, dated    
the date hereof.                                                                

      Based upon the facts and statements set forth above, our examination
and review of the documents referred to above and subject to the assumptions    
set forth above, we are of the opinion that for federal income tax purposes:    

        1.   The Merger will constitute a reorganization within the meaning of
    Section 368(a)(1) of the Internal Revenue Code of 1986, as amended
(the "Code").                                                 

    2.   No gain or loss will be recognized by the shareholders of the
      Company upon their exchange of common stock of the Company ("Company
        Common") for common stock of Parent ("Parent Common"), except for cash
   received in lieu of a fractional share interest in Parent Common.

We express no opinion concerning any tax consequences of the Merger other       
than those specifically set forth herein.                                       

      Our opinion is based on current provisions of the Code, the Treasury
Regulations promulgated thereunder, published pronouncements of the Internal    
Revenue Service and case law, any of which may be changed at any time with      
retroactive effect.  Any change in applicable laws or facts and circumstances   
surrounding the Merger, or any inaccuracy in the statements, facts,             
assumptions and representations on which we have relied, may affect the         
continuing validity of the opinions set forth herein.  We assume no             
responsibility to inform you of any such change or inaccuracy that may occur    
or come to our attention.                                                       

   We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the references to our firm under the captions     
"SUMMARY--The Merger and the Merger Agreement--Certain Tax Consequences,"       
"CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES OF THE MERGER," and "LEGAL        
MATTERS" in the Joint Proxy Statement.                                          

     Very truly yours,

                  /s/ Weil, Gotshal & Manges LLP

Dates Referenced Herein

				Referenced-On Page
This ‘S-4/A’ Filing		Date		First		Last			Other Filings
Filed on:		10/28/97		1		2			None on these Dates
		9/28/97		1
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