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EXHIBIT 8.2
[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 Communication TeleSystems International d/b/a
WorldxChange Communications ("WorldxChange") with and into WorldxChange
Communciations, Inc. f/k/a CTI 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. On May
23, 2000, the parties amended the Agreement (the "Amended Agreement"). Unless
otherwise indicated herein, capitalized terms used herein have the meaning
ascribed to them in 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, 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. We have further assumed that holders of
WorldxChange Capital Stock will not sell, exchange or otherwise dispose of a
number of shares of WAXS Common Stock received in the Merger to any person
"related" to World Access
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August 2, 2000
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within the meaning of Treas. Reg. ss.1.368-1(e)(3) that would reduce the
WorldxChange shareholders' 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 WorldxChange Capital Stock as of the Effective Time (for
purposes of this assumption, treating all the shares of WorldxChange Capital
Stock surrendered by dissenters for cash or exchanged for cash in lieu of
fractional shares of WAXS Common Stock as outstanding WorldxChange Capital Stock
as of the Effective Time).
Our opinion is based upon our understanding that the facts and
representations set forth in the Amended Agreement and the Joint Proxy
Statement/Prospectus 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
("IRS") 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.
We have expressed no opinion as to how the shares of World Access
common stock received that are or could be attributed to accrued but undeclared
and unpaid dividends on WorldxChange preferred stock (the "Dividend Related
Shares") will be characterized for federal income tax purposes. Our inability to
opine on this matter is due to the inherently factual nature of this
determination, coupled with the lack of IRS or judicial authority as to how the
receipt of the Dividend Related Shares should be characterized for federal
income tax purposes. If it is determined by the IRS or the courts that the
Dividend Related Shares should be treated as part of the overall stock-for-stock
exchange in the Merger, then receipt of the Dividend Related Shares would be
tax-free to the recipient WorldxChange shareholders under Section 354 of the
Code. If instead, the IRS or the courts were to treat the Dividend Related
Shares as the actual or deemed payment of dividends, then the receipt of the
Dividend Related Shares would be taxable as "dividends," subject to the
provisions of Sections 301 and 316 of the Code.
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August 2, 2000
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We have also expressed no opinion as to whether the acceleration of the
vesting of specific WorldxChange options and the making of certain payments by
World Access to WorldxChange employees following the Merger will result in
"excess parachute payments" to "disqualified individuals" within the meaning of
Section 280G of the Code. Our inability to opine on this matter results from the
fact that the calculation of whether such amounts may be determined to be excess
parachute payments cannot be made until the Effective Time of the Merger or
thereafter. If any such amounts are determined to be excess parachute payments,
then World Access will not be entitled to a tax deduction for amounts which are
excess parachute payments, thereby increasing World Access' taxable income (or
reducing its taxable loss, if applicable).
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) except as to matters upon which we have expressly declined to
express an opinion, the discussion under the caption "Material
federal income tax consequences of the WorldxChange 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.
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 WorldxChange 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, or 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 WorldxChange merger," we
express no opinion as to the tax consequences to any holder of WorldxChange
Capital Stock, whether federal, state, local or foreign, of the Merger or of
transactions consummated before or after the Effective Time of the Merger.
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August 2, 2000
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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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