1
 
                                                                     EXHIBIT 5.1
 
Rogers & Hardin
Attorneys At Law
A Limited Liability Partnership
2700 International Tower, Peachtree Center
229 Peachtree Street, N.E.
Atlanta, Georgia 30303
(404) 522-4700
FACSIMILE: (404) 525-2224
 
                                October 6, 1998
 
WAXS INC.
945 E. Paces Ferry Road
Suite 2240
Atlanta, Georgia 30326
 
Gentlemen:
 
     We have acted as counsel to WAXS INC. (the "Company") in connection with
the registration by the Company on Form S-4 (hereinafter referred to, together
with any amendments thereto, as the "Registration Statement") under the
Securities Act of 1933, as amended, of an aggregate of up to 27,000,000 shares
of common stock, $.01 par value per share, of the Company (the "Shares").
 
     In connection with this opinion, we have examined such corporate records
and documents and have made such examinations of law as we have deemed
necessary. In rendering this opinion, we have relied, without investigation,
upon various certificates of public officials and of officers and
representatives of the Company. In our examination of documents, we have assumed
the genuineness of all signatures, the authenticity of all documents submitted
to us as originals and the conformity with the originals of all documents
submitted to us as copies.
 
     We are members of the Bar of, and are admitted to practice only in, the
State of Georgia. Accordingly, except as to the General Corporation Law of the
State of Delaware ("DGCL"), we express no opinion herein as to the laws of any
jurisdiction other than the United States and the State of Georgia. Except as to
the DGCL, to the extent that any of the opinions contained herein requires
consideration of the laws of a state other than the State of Georgia, we have
assumed, with your permission, that the laws of such states are the same as the
laws of the State of Georgia.
 
     Based upon the foregoing and subject to the assumptions, qualifications,
limitations and exceptions set forth herein, we are of the opinion that the
Company has the corporate power and authority under the DGCL and its Certificate
of Incorporation and By-Laws to issue the Shares, and the Shares, when issued
against payment therefor, will be validly issued, fully paid and nonassessable.
 
     We consent to the filing of this opinion as an exhibit to the Registration
Statement and as an exhibit to applications to the securities commissioners of
the various states and other jurisdictions of the United States for registration
or qualification of the Shares in such states and other jurisdictions. We
further consent to the reference to our firm under the caption "Legal Matters"
in the Prospectus which is a part of the Registration Statement.
 
                                          Very truly yours,
 
                                          ROGERS & HARDIN