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                                                                     EXHIBIT 8.1
 
                                                                November 9, 1998
 
Telco Systems, Inc.
63 Nahatan Street
Norwood, Massachusetts 02062
 
Ladies and Gentlemen:
 
     We have acted as counsel to Telco Systems Inc., a Delaware corporation
("Telco Systems"), in connection with the proposed merger (the "Merger") of
Telco Systems with and into Tail Acquisition Corporation ("Merger Sub"), a
Delaware corporation and wholly-owned subsidiary of World Access, Inc., a
Delaware corporation (formerly known as WAXS INC., "New World Access"), pursuant
to the Agreement and Plan of Merger and Reorganization dated as of June 4, 1998,
as amended as of October 27, 1998 by and among WA Telcom Products Co., Inc.
(formerly known as World Access, Inc., "Old World Access"), New World Access,
Merger Sub and Telco Systems (the "Merger Agreement"). Capitalized terms used
but not defined herein shall have the meanings ascribed to such terms in the
Merger Agreement.
 
     This opinion is being furnished to you, at your request, in connection with
the filing by New World Access of the Registration Statement on Form S-4 (the
"Registration Statement") filed on the date hereof with the Securities and
Exchange Commission under the Securities Act of 1933, as amended (the
"Securities Act").
 
     In rendering our opinion set forth below, we have examined and, with the
consent of Old World Access, New World Access, Merger Sub and Telco Systems,
relied upon the accuracy and completeness (which we have neither investigated
nor verified) of the facts, information, covenants, representations and
warranties contained in originals or copies, certified or otherwise identified
to our satisfaction, of the Merger Agreement, including the Exhibits thereto,
the Registration Statement and such other documents and corporate records as we
have deemed necessary or appropriate as a basis for our opinion set forth below.
In addition, we have relied upon certain statements, representations and
covenants made by Old World Access, New World Access, Merger Sub and Telco
Systems, including representations and covenants set forth in letters from New
World Access and Telco Systems dated the date hereof (the "Tax Certificates"),
and we have assumed that the Tax Certificates will be complete and accurate, and
will be re-executed by appropriate officers of New World Access and Telco
Systems, as of the Effective Time.
 
     In rendering our opinion set forth below, we have assumed that (i) the
Merger will be consummated in accordance with the terms of the Merger Agreement
and as described in the Registration Statement and that none of the terms and
conditions contained therein will be waived or modified in any respect prior to
the Effective Time and (ii) the Registration Statement, the Merger Agreement and
the Tax Certificates reflect all the material facts relating to the Merger, New
World Access, Old World Access, Merger Sub, and Telco Systems. Our opinion is
conditioned upon, among other things, the initial and continuing accuracy and
completeness of the facts, information, covenants, representations and
warranties made by Old World Access, New World Access, Merger Sub and Telco
Systems (including, without limitation, those set forth in the Merger Agreement
and the Tax Certificates). Any material change or inaccuracy in the facts
referred to, set forth or assumed herein, in the Registration Statement, the
Merger Agreement or in the Tax Certificates (giving effect to all events
occurring subsequent to the Effective Time) may affect the conclusions stated
herein.
 
     We have also assumed the genuineness of all signatures, the legal capacity
of all 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.
 
     In rendering our opinion set forth below, we have considered applicable
provisions of the Internal Revenue Code of 1986, as amended (the "Code"),
Treasury regulations promulgated thereunder (the "Regulations"), pertinent
judicial authorities, rulings of the Internal Revenue Service and such other
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Telco Systems, Inc.
November 9, 1998
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authorities as we have considered relevant. It should be noted that such laws,
the Code, the Regulations, judicial decisions and administrative interpretations
are subject to change at any time and, in some circumstances, with retroactive
effect. Additionally, there can be no assurance that contrary positions will not
be taken by the Internal Revenue Service. A material change in any of the
authorities upon which our opinion is based could affect our conclusions herein.
 
     Based solely upon and subject to the foregoing and the other limitations,
qualifications, exceptions and assumptions set forth herein, we are of the
opinion that, under current law:
 
          (1) The Merger will qualify as a "reorganization" for U.S. federal
     income tax purposes under Section 368(a) of the Code and Telco Systems, New
     World Access and Merger Sub will each be a party to such "reorganization"
     within the meaning of Section 368(b) of the Code;
 
          (2) The statements in the Joint Proxy Statement/Prospectus, which
     forms part of the Registration Statement (the "Joint Proxy
     Statement/Prospectus"), under the caption "The Merger -- Federal Income Tax
     Consequences," insofar as such statements purport to summarize the material
     federal income tax consequences of the Merger to Telco Systems and the
     holders of Telco Systems Common Stock under the laws of the United States
     referred to therein and subject to the qualifications referred to therein,
     fairly summarize such consequences in all material respects.
 
     Except as expressly set forth above, we express no other opinion,
including, without limitation, any opinion as to whether any events subsequent
to the Effective Time will be viewed as part of the plan of reorganization for
U.S. federal income tax purposes and the effect, if any, of such events on our
conclusions herein.
 
     This opinion is for your benefit and is not to be used, circulated, quoted
or otherwise referred to for any purpose, except we consent to the filing of
this opinion as an Exhibit to the Registration Statement and to the use of our
name in the Joint Proxy Statement/Prospectus under the captions "The
Merger -- Federal Income Tax Consequences" and "Legal Matters." In giving such
consent, we do not thereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Securities and Exchange Commission thereunder.
 
     The opinion expressed herein is as of the date hereof, and we disclaim any
undertaking to advise you of changes of facts stated or assumed herein or any
subsequent changes in applicable law.
 
                                   Very truly yours,
 
                                   /s/ SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
 
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