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EXHIBIT 8.1
[Long Aldridge & Norman LLP Letterhead]
August 2, 2000
World Access, Inc.
Resurgens Plaza, Suite 2210
945 East Paces Ferry Road
Atlanta, Georgia 30326
RE: TAX OPINION
Ladies and Gentlemen:
We have acted as counsel to World Access, Inc. ("World Access") in
connection with the merger of Star Telecommunications, Inc. ("STAR") with and
into STI Merger Co. ("Merger Sub"), a wholly-owned subsidiary of World Access,
pursuant to the Agreement and Plan of Merger (the "Agreement") dated as of
February 11, 2000, by and among such parties. Unless otherwise indicated herein,
capitalized terms used herein have the meaning ascribed to them in the
Agreement. On June 7, 2000, the parties amended the Agreement (the "Amended
Agreement"). The terms and conditions of the Amended Agreement are set forth in
the Joint Proxy Statement/Prospectus dated August 2, 2000 ("Joint Proxy
Statement/Prospectus"), as described in the Registration Statement on Form S-4
(Reg. No. 333-37750), filed by World Access with the Securities and Exchange
Commission (the "Registration Statement").
In rendering our opinion, we have examined and relied upon the accuracy
and completeness of the facts, information, covenants and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the Amended Agreement, the Joint Proxy Statement/Prospectus
filed as part of the Registration Statement, the representations made to us by
representatives of STAR and World Access in officer's certificates (the "Tax
Certificates"), copies of which are attached hereto as Exhibit A and Exhibit B,
respectively, and such other documents as we have deemed necessary or
appropriate. In our 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 conformity to original documents of
all documents submitted to us as certified or photostatic copies and the
authenticity of the originals of such documents. We have also assumed that the
Merger and the related transactions described in the Amended Agreement will be
consummated as described in the Amended Agreement and the Joint Proxy
Statement/Prospectus and, in particular, that the PT-1 Sale is consummated by
STAR prior to the Effective Time of the Merger. We have further assumed that
holders of STAR Common Stock will not sell, exchange or
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August 2, 2000
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otherwise dispose of a number of shares of WAXS Common Stock received in the
merger to any person "related" to World Access within the meaning of Treas. Reg.
ss.1.368-1(e)(3) that would reduce the STAR stockholders' aggregate ownership of
such WAXS Common Stock to a number of shares of WAXS Common Stock having a
value, as of the Effective Time of the Merger, of less than fifty percent (50%)
of the value of all of the formerly outstanding STAR Common Stock as of the
Effective Time (for purposes of this assumption, treating all the shares of STAR
Common Stock exchanged for cash, surrendered by dissenters for cash or exchanged
for cash in lieu of fractional shares of WAXS Common Stock as outstanding STAR
Common Stock as of the Effective Time).
Our opinion is based upon our understanding that the facts and
representations set forth in the Amended Agreement, the Joint Proxy
Statement/Prospectus and the Tax Certificates are true and correct as of the
present time and will be true and correct as of the Effective Time of the
Merger. If the Merger and the related transactions described in the Amended
Agreement and the Joint Proxy Statement/Prospectus are not consummated in
accordance with the terms of such documents or if all of the information,
representations or assumptions upon which we relied are not true and correct at
all relevant times, our opinion might be adversely affected and may not be
relied upon.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended (the "Code"), proposed,
temporary and final Treasury regulations promulgated thereunder, pertinent
judicial authorities, interpretive rulings of the Internal Revenue Service and
such other authorities as we have considered relevant. We caution that statutes,
regulations, judicial decisions and administrative interpretations are subject
to change at any time and, in some circumstances, with retroactive effect. Any
change in the authorities upon which our opinion is based could affect the
conclusions stated herein. We undertake no responsibility to advise you of any
such developments in the law after the date of our opinion.
Based on the foregoing and subject to the qualifications and
limitations set forth herein, we are of the opinion that:
(i) the Merger will constitute a "reorganization" within the
meaning of Section 368(a) of the Code; and
(ii) the discussion under the caption "Material federal income tax
consequences of the STAR merger" in the Joint Proxy
Statement/Prospectus sets forth the material federal income
tax consequences of the Merger under the federal income tax
laws in effect as of the date of the Joint Proxy
Statement/Prospectus.
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In addition, we consent to the reference to Long Aldridge & Norman LLP in the
Joint Proxy Statement/Prospectus under the caption "Legal Matters" and "Material
federal income tax consequences of the STAR merger" and to the filing of this
opinion as an exhibit to the Registration Statement. In giving this consent, we
do not hereby admit that we are in the category of persons whose consent is
required under Section 7 of the Securities Act of 1933, as amended, of the rules
and regulations of the Securities and Exchange Commission.
Except as expressly set forth in the Joint Proxy Statement/Prospectus
with respect to the specific tax consequences described under the caption
"Material federal income tax consequences of the STAR merger," we express no
opinion as to the tax consequences to any holder of STAR Common Stock, whether
federal, state, local or foreign, of the Merger or of transactions consummated
before or after the Effective Time of the Merger.
This opinion is solely for your benefit and is not to be used,
circulated, quoted or otherwise referred to for any purpose without our express
prior written consent.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ Charles T. Zink
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