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                                                                     EXHIBIT 8.2
 
                                November 9, 1998
 
World Access, Inc.
945 E. Paces Ferry Road
Suite 2240
Atlanta, Georgia 30326
 
     Re:  Federal Income Tax Consequences of the Proposed Merger of
        Telco Systems, Inc. with and into Tail Acquisition Corporation
 
Gentlemen:
 
     We have acted as counsel to World Access, Inc. (formerly known as WAXS INC.
(the "Company")) in connection with the proposed merger (the "Merger") of Telco
Systems, Inc., a Delaware corporation ("Telco Systems"), with and into Tail
Acquisition Corporation ("Merger Sub"), a Delaware corporation and wholly-owned
subsidiary of the Company, pursuant to that certain Agreement and Plan of Merger
and Reorganization dated as of June 4, 1998, as amended by that certain First
Amendment thereto dated as of October 27, 1998, by and among WA Telcom Products
Co., Inc. (formerly known as World Access, Inc.), the Company, Merger Sub and
Telco Systems (as so amended, the "Merger Agreement"). In our capacity as
counsel to the Company and as provided in the Merger Agreement, we have been
requested to render our opinion regarding certain of the federal income tax
consequences of the Merger.
 
     We understand that this opinion will be filed as an exhibit to the
Registration Statement on Form S-4 (the "Registration Statement") that will be
filed by the Company with the Securities and Exchange Commission relating to the
securities that will be issued by the Company pursuant to the Merger Agreement
and that this opinion will be referred to in the Joint Proxy
Statement/Prospectus that will be a part of the Registration Statement,
including references to this firm in the section thereof entitled "THE MERGER --
Federal Income Tax Consequences." We hereby specifically consent to such uses of
and references to this opinion.
 
     All terms used herein without definition shall have the respective meanings
specified in the Merger Agreement and, unless otherwise indicated, all section
references herein are to the Internal Revenue Code of 1986, as amended.
 
                            INFORMATION RELIED UPON
 
     In rendering this opinion, we have examined such documents as we have
deemed appropriate, including the Merger Agreement and the Registration
Statement. In the course of such examination, we have assumed, with your
consent, that all documents submitted to us as photocopies faithfully reproduce
the originals thereof, that all such originals are authentic, that all such
documents have been or will be duly executed to the extent required, and that
all statements set forth in such documents are accurate. We have also obtained
such additional information and representations as we have deemed relevant and
necessary through consultations with various representatives of the Company and
Telco Systems. In addition, we have obtained written certificates from the
managements of the Company and Telco Systems to verify certain relevant facts
that have been represented to us or that we have assumed in rendering this
opinion. With your consent, we have assumed that the representations made in
such certificates are true on the date hereof and will be true at the Effective
Time.
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                                    OPINION
 
     Based upon the foregoing, it is our opinion that:
 
          1. The Merger will qualify as a "reorganization" within the meaning of
     Section 368 of the Code, and each of the Company, Merger Sub, and Telco
     Systems will be "a party to a reorganization" within the meaning of Section
     368(b).
 
          2. No gain or loss will be recognized by the Company, Merger Sub or
     Telco Systems in the Merger.
 
     The opinion expressed herein is based upon existing statutory, regulatory,
and judicial authority, any of which may be changed at any time with retroactive
effect. In addition, such opinion is based solely on the documents that we have
examined, the additional information that we have obtained and the
representations that have been made to us, and this opinion cannot be relied
upon if any of the facts contained in such documents or in such additional
information is, or later becomes, inaccurate or if any of the representations
made to us is, or later becomes, inaccurate.
 
     The opinion expressed herein is limited to the tax matters specifically
covered thereby, and we have not been asked to address, nor have we addressed,
any other tax consequences of the Merger.
 
                                          Very truly yours,
 
                                          /s/ ROGERS & HARDIN
 
                                          ROGERS & HARDIN