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                                                                     EXHIBIT 8.2
 
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
 
World Access, Inc.
945 E. Paces Ferry Road
Suite 2240
Atlanta, Georgia 30326
 
Ladies and Gentlemen:
 
     We have acted as your counsel in connection with the transactions
contemplated by the Amended and Restated Agreement and Plan of Merger (the
"Merger Agreement") dated as of February 24, 1998, as amended as of June 30,
1998 and as of September 18, 1998 among World Access, Inc., a Delaware
corporation ("World Access"), WAXS INC., a Delaware corporation and a direct
wholly owned subsidiary of World Access ("Holdco"), WAXS Acquisition Corp., a
Delaware corporation and a direct wholly owned subsidiary of Holdco ("WAXS
Merger Sub"), NACT Telecommunications, Inc., a Delaware Corporation ("NACT"),
and NACT Acquisition Corp., a Delaware corporation and a direct wholly owned
subsidiary of Holdco ("NACT Merger Sub"). Pursuant to the Merger Agreement, WAXS
Merger Sub will be merged with and into World Access and NACT Merger Sub will be
merged with and into NACT. In that connection we have participated in the
preparation of a registration statement under the Securities Act of 1993, as
amended, on Form S-4 (the "Registration Statement"), including an Information
Statement/Prospectus (the "Information Statement"). (Capitalized terms not
otherwise defined herein shall have the meanings specified in the Information
Statement.)
 
     We have examined the Merger Agreement, the Information Statement, the
representation letters of World Access and NACT (the "Representation Letters")
delivered to us for purposes of this opinion, and such other documents and
corporate records as we have deemed necessary or appropriate for purposes of
this opinion. In addition, we have assumed that (i) the NACT Transaction will be
consummated in the manner contemplated in the Information Statement and in
accordance with the provisions of the Merger Agreement, (ii) the statements
concerning the NACT Transaction set forth in the Information Statement are
accurate and complete, and (iii) the representations made to us in the
Representation Letters are accurate and complete.
 
     Based upon and subject to the foregoing, the description of the Federal
income tax consequences to certain holders of outstanding shares of World Access
Common Stock contained in the Information Statement under the heading (and the
subheadings thereof) "THE NACT TRANSACTION -- Federal Income Tax
Consequences -- World Access Merger" (including the discussion contained in the
second paragraph thereof), represents our opinion, subject to the qualifications
set forth therein.
 
     Our opinion is limited to the tax matters specifically covered hereby.
 
     This opinion is being provided solely for the benefit of World Access and
holders of World Access Common Stock. No other person or party shall be entitled
to rely on this opinion.
 
     We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the references to this Firm in the section
captioned "THE NACT TRANSACTION -- Federal Income Tax Consequences" in the
Information Statement constituting a part of the Registration Statement. In
giving this
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World Access, Inc.
October 6, 1998
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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, or the rules and regulations of the Securities and Exchange Commission
thereunder.
 
                                          Very truly yours,
 
                                          ROGERS & HARDIN