Dean Foods Co – ‘S-4/A’ on 10/28/97 – EX-5.1

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-5.1   —   Opinion re: Legality

EX-5.1
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                                                               EXHIBIT 5.1

      [Hughes & Luce, L.L.P. Letterhead]

      October 28, 1997

Suiza Foods Corporation                                                         
3811 Turtle Creek Blvd., Suite 1300                                             
Dallas, Texas 75219                                                             

Ladies and Gentlemen:                                                           

   We have acted as counsel to Suiza Foods Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 12,600,000 shares of the Company's common stock (the       
"Common Stock"), as described in the Company's Registration Statement on Form   
S-4 (the "Registration Statement") filed with the Securities and Exchange       
Commission.  The Company proposes to issue Shares to the shareholders of The    
Morningstar Group Inc., a Delaware corporation ("Morningstar"), in connection   
with the acquisition of Morningstar.  Capitalized terms not otherwise defined in
this opinion have the meanings given to them in the Registration Statement.     

In rendering this opinion, we have examined and relied upon executed    
originals, counterparts or copies of such documents, records and certificates   
(including certificates of public officials and officers of the Company) as we  
considered necessary or appropriate for enabling us to express the opinions set 
forth herein.  In all such examinations, we have assumed the authenticity and   
completeness of all documents submitted to us as originals and the conformity to
originals and completeness of all documents submitted to us as photostatic,     
conformed, notarized or certified copies.                                       

 Based on the foregoing, we are of the opinion that the Common Stock, when
issued and sold to the Morningstar shareholders as described in the Registration
Statement and pursuant to the terms of the Merger Agreement (without waiver),   
will be validly issued, fully paid and nonassessable.                           

  This opinion may be filed as an exhibit to the Registration Statement.  We
also consent to the reference to this firm as having passed on the validity of  
the Common Stock under the caption "Legal Matters" in the Registration          
Statement.  In giving this consent, we do not admit that we are included in the 
category of persons whose consent is required under Section 7 of the Securities 
Act of 1933, as amended, or the rules and regulations of the Securities and     
Exchange Commission promulgated thereunder.                                     

     Very truly yours,

             /s/ Hughes & Luce, L.L.P.

Dates Referenced Herein

This ‘S-4/A’ Filing		Date		Other Filings
Filed on:		10/28/97		None on these Dates
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