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EXHIBIT 5.1 AND 23.1
July 31, 2000
Suiza Foods Corporation
2515 McKinney Avenue
Suite 1200
Dallas, Texas 75201
Re: Registration Statement on Form S-8
Ladies and Gentlemen:
I render this opinion 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 an additional 2,000,000 shares (the
"Shares") of the Company's common stock, $.01 par value per share (the "Common
Stock") issuable upon the exercise of options granted or grants of Common Stock
made pursuant to the Suiza Foods Corporation 1997 Stock Option and Restricted
Stock Plan, as amended (the "Plan"). The Shares are being registered pursuant to
a registration statement on Form S-8 to be filed with the Securities and
Exchange Commission on or about July 31, 2000 (the "Registration Statement").
In connection with this opinion, I have examined such documents and
records of the Company and such statutes, regulations, and other instruments and
certificates as I have deemed necessary or advisable for the purposes of this
opinion. I have assumed that all signatures on all documents presented to me are
genuine, that all documents submitted to me as originals are accurate and
complete, and that all documents submitted to me as copies are true and correct
copies of the originals thereof. I have also relied upon such certificates of
public officials, corporate agents and officers of the Company and such other
certifications with respect to the accuracy of material factual matters
contained therein which were not independently established.
Based on the foregoing, I am of the opinion that the Shares will be, if
and when issued and paid for in accordance with the Plan, validly issued, fully
paid and nonassessable, assuming the Company maintains an adequate number of
authorized but unissued shares of Common Stock available for such issuance, and
further assuming that the consideration actually received by the Company for the
Shares exceeds the par value thereof.
I consent to the use of this opinion as an exhibit to the Registration
Statement. In giving this consent, I do not admit that I am 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/ LISA N. TYSON
Lisa N. Tyson
