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                                                                     EXHIBIT 5.1




   
June 11, 1998
    



Southern Foods Group, L.P.
SFG Capital Corporation
3114 South Haskell
Dallas, Texas 75223

Ladies and Gentlemen:

         We have acted as special New York counsel to Southern Foods Group,
L.P., a Delaware limited partnership, and SFG Capital Corporation, a Delaware
corporation (collectively, the "Issuers") in connection with the registration
statement on Form S-4 (File Nos. 333-49289; 333-49289-01) (such registration
statement as amended or supplemented is hereinafter referred to as the
"Registration Statement") filed with the Securities and Exchange Commission
under the Securities Act of 1933, as amended (the "Securities Act"), by the
Issuers to register the exchange by the holders of the Issuers' 9 7/8% Senior
Subordinated Notes Due 2007 (the "Outstanding Notes") for its 9 7/8% Senior
Subordinated Series A Notes Due 2007 (the "Exchange Notes"). The Exchange Notes
are to be issued pursuant to the Indenture dated as of September 4, 1997 between
the Issuers and Chase Bank of Texas, National Association, as trustee (the
"Trustee").

         The opinion is being furnished in accordance with the requirements of
Item 601(b)(5) of Regulation S-K.

         In connection herewith, we have examined such records, documents,
instruments and certificates as we have deemed relevant. In our examination, we
have assumed the accuracy of the representations and warranties contained in the
records, documents, instruments and certificates that we have reviewed and the
conformity to originals of all documents supplied to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. We have also assumed the genuineness of all signatures, the authority
of all persons signing documents submitted for our review on behalf of parties
thereto other than the Issuers, and the due authorization, execution and
delivery of documents by the parties thereto other than the Issuers. As to any
facts material to the opinion expressed herein which were not known to us,
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June 11, 1998
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we have relied upon certificates, statements and representations of officers
and other representatives of the Issuers and public officials.

         Based upon the foregoing and subject to the limitations,
qualifications and assumptions set forth herein, we advise you that, in our
opinion, the Exchange Notes, upon due execution and authentication by the
Trustee and upon issuance and delivery in exchange for the Outstanding Notes,
will constitute the valid and legally binding obligations of the Issuers,
entitled to the benefits of the Indenture, and such Exchange Notes will be
enforceable against the Issuers in accordance with their terms, except to the
extent that such enforceability may be limited by applicable bankruptcy,
insolvency, reorganization, moratorium, fraudulent transfer and other similar
laws relating to or affecting creditors' rights and to general equity
principles, including, without limitation, (i) the possible unavailability of
specific performance, injunctive relief or any other equitable remedy and (ii)
concepts of materiality, reasonableness, good faith and fair dealing.

         We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm under the heading
"Legal Matters" in the Registration Statement. In giving the foregoing consent,
we do not thereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act or the rules and regulations of
the Securities and Exchange Commission promulgated thereunder.

         The foregoing opinions are based on and limited to the laws of the
State of New York and the federal laws of the United States of America, and we
express no opinion with respect to the laws of any other jurisdiction.


                                                     Very truly yours,


                                                     /s/
                                                     ---------------------------
                                                     Coudert Brothers