1
 
                                                                     EXHIBIT 8.1
 
                                October 6, 1998
 
NACT Telecommunications, Inc.
191 West 5200 North
Provo, Utah 84604
 
Gentlemen:
 
     Reference is made to Registration Statement on Form S-4 filed with the
Securities and Exchange Commission (the "Registration Statement") for the
purpose of registering under the Securities Act of 1933, the shares of common
stock, $.01 par value, of WAXS INC. ("WAXS") issuable to holders of the common
stock of NACT Telecommunications, Inc. (the "Company") in the merger of a
wholly-owned subsidiary of WAXS with and into the Company (the "NACT Merger"),
and issuable to holders of the capital stock of World Access, Inc. ("World
Access") in the merger of a wholly-owned subsidiary of WAXS with and into World
Access ("World Access Merger") as described in the Registration Statement and in
the Plan and Agreement of Merger dated February 24, 1998, as amended, among the
parties (the "Merger Agreement").
 
     In our opinion, the discussion with respect to Federal tax matters
contained under the caption "The Transaction -- Federal Income Tax
Consequences -- NACT Merger" in the Prospectus/Information Statement that is
part of the Registration Statement sets forth the material Federal income tax
consequences of the NACT Merger. The discussion does not address all aspects of
Federal income taxation that may be important to particular taxpayers in light
of their personal investment circumstances or to taxpayers who are subject to
special treatment under the Federal income tax laws (such as a life insurance
company, foreign person, tax-exempt entity, a holder who acquired his NACT
common stock pursuant to the exercise of employee stock options or otherwise as
compensation and a person who holds, directly or indirectly, 10% or more of the
common stock of NACT).
 
     In rendering this opinion, we have relied upon the factual representations
of the parties contained in the Registration Statement and certain
representation letters. We have not independently investigated or verified any
such facts, and, we do not herein opine as to or confirm the accuracy or
completeness thereof. Furthermore, in rendering this opinion we have assumed
that the common stock of NACT will be held as a capital asset at the time of the
consummation of the NACT Merger. This opinion is based upon current law and
assumes that both the NACT Merger and the World Access Merger will be
consummated as described in the Prospectus/Information Statement that is part of
the Registration Statement and in accordance with the Merger Agreement and
related agreements in their current form.
 
     This opinion is being provided solely for the benefit of NACT and holders
of NACT Common Stock. No other person or party shall be entitled to rely on this
opinion.
 
     We consent to the use of this opinion as an exhibit to the Registration
Statement and to the reference to our firm under the caption "The
Transaction -- Federal Income Tax Consequences -- NACT Merger" in the
Prospectus/Information Statement that is part of the Registration Statement. In
giving this consent, we do not thereby admit that we come within the category of
persons whose consent is required under Section 7 of the Securities Act of 1933,
as amended.
 
                                      Very truly yours,
 
                                      VAN COTT, BAGLEY, CORNWALL & McCARTHY
 
                                      By:         /s/ DAVID E. SLOAN
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