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                                                                     EXHIBIT 5.3


                                  June 8, 1998



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

Ladies and Gentlemen:

         We have acted as New York counsel to Suiza Foods Corporation, a
Delaware corporation (the "Company"), in connection with the preparation and
filing by the Company of a Registration Statement on Form S-3 (the "Registration
Statement") to be filed with the Securities and Exchange Commission under the
Securities Act of 1933, as amended (the "Act"), relating to 12,000,000 shares of
5 1/2% Trust Convertible Preferred Securities (the "Preferred Securities") of
Suiza Capital Trust II, a Delaware business trust, $600,000,000 aggregate
principal amount of 5 1/2% Convertible Subordinated Debentures due 2028 (the
"Debentures") of the Company, 7,668,000 shares of Common Stock, par value $.01
per share of the Company, and Preferred Securities Guarantees of the Company
(the "Guarantees") with respect to the Preferred Securities. The Debentures are
issued under the Indenture, dated as of March 24, 1998, by and between the
Company and Wilmington Trust Company, as trustee (as amended or supplemented to
the date hereof, the "Indenture"). The Guarantees are issued under the Guarantee
Agreement, dated as of March 24, 1998, by and between the Company and Wilmington
Trust Company, as trustee. Capitalized terms defined in the Registration
Statement and not otherwise defined herein are used herein as so defined.

         In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Indenture, the form of the
Debenture set forth in the Indenture and such corporate records, agreements,
documents and other instruments, and such certificates or comparable documents
of public officials and of officers and representatives of the Company and have
made such inquiries of such officers and representatives as we have deemed
relevant and necessary as a basis for the opinion hereinafter set forth.

         In such examination, we have assumed the genuineness of all signatures,
the legal capacity of natural persons, the authenticity of all documents
submitted to us as originals, the














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conformity to original documents of documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to all questions of fact material to this opinion that have not
been independently established, we have relied upon certificates or comparable
documents of officers and representatives of the Company.

         Based on the foregoing, and subject to the qualifications stated
herein, we are of the opinion that the Debentures and the Guarantees have been
duly authorized by the Company for issuance and are the legal, valid and binding
obligations of the Company, enforceable against it in accordance with their
terms, subject to applicable bankruptcy, insolvency, fraudulent conveyance,
reorganization, moratorium and similar laws affecting creditors' rights and
remedies generally, and subject, as to enforceability, to general principles of
equity, including principles of commercial reasonableness, good faith and fair
dealing (regardless of whether enforcement is sought in a proceeding at law or
in equity).

         The opinion expressed herein is limited to the laws of the State of New
York and the corporate laws of the State of Delaware, and we express no opinion
as to the effect on the matters covered by this letter of the laws of any other
jurisdiction.

         We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and the reference to this firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.




                                        Very truly yours,

                                        /s/  Weil, Gotshal & Manges, LLP