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                                                                     EXHIBIT 5.1




                           [Hughes & Luce Letterhead]
                          1717 Main Street, Suite 2800
                               Dallas, Texas 75201
                                 (214) 939-5500

                                  June 8, 1998




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


Ladies and Gentlemen:

         We have acted as special counsel to Suiza Foods Corporation, a Delaware
corporation (the "Company"), in connection with the registration under the
Securities Act of 1933, as amended, of 12,000,000 5 1/2% Trust Convertible
Preferred Securities (the "Preferred Securities") issued by Suiza Capital Trust
II, a statutory business trust created under the laws of the State of Delaware
(the "Trust"), $600,000,000 million aggregate principal amount of the Company's
5 1/2% Convertible Subordinated Debentures (the "Debentures"), shares of the
Company's common stock, $.01 par value per share ("Common Stock"), issuable upon
conversion thereof (the "Shares"), and the associated guarantee (the
"Guarantee") of the Company (the Preferred Securities, the Debentures, the
Shares and the Guarantee, collectively, the "Offered Securities"), all as
described in the Company's Registration Statement on Form S-3 (the "Registration
Statement") filed with the Securities and Exchange Commission on or about June
8, 1998, with respect to the resale of the Offered Securities by the holders
thereof. 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 (i) the Debentures
have been duly and validly authorized and issued, (ii) the Shares have been
duly and validly authorized, and when issued upon the due conversion of the
Debentures against payment therefore, such Shares will be validly issued, fully
paid and nonassessable, and (iii) the Guarantee has been duly and validly
authorized. In addition, although the discussion set forth in the prospectus
that is a part of the Registration Statement under the heading "Certain Federal
Income Tax Consequences" does not purport to discuss all possible United States
federal income tax consequences of the purchase, ownership and disposition of
the Preferred Securities, such 












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HUGHES & LUCE, L.L.P.

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June 8, 1998
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discussion and the discussion set forth under the caption "Risk Factors -
Options to Defer Interests Payments; Tax Consequences; Trading Price" to the
extent such information constitutes matters of law, summaries of legal matters
or legal conclusions, has been reviewed by us, and fairly present, in all
material respects, the principal United States federal income tax consequences
of an investment in the Preferred Securities.

         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 Debentures, the Shares and the Guarantee 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.
Please be advised that a partner in Hughes & Luce, L.L.P. owns 41,795 shares of
the Common Stock.

                                           Very truly yours,

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