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LONG ALDRIDGE & NORMAN LLP EXHIBIT 5
303 Peachtree Street, N.E.
Suite 5300
Atlanta, Georgia 30308
May 21, 1999
World Access, Inc.
945 E. Paces Ferry Road
Suite 2200
Atlanta, GA 30326
Re: World Access, Inc.
Registration Statement on Form S-3
Ladies and Gentlemen:
We have acted as counsel to World Access, Inc., a Delaware corporation
(the "Company"), in connection with the preparation of a Registration Statement
on Form S-3 (the "Registration Statement") and the filing thereof with the
Securities and Exchange Commission for the registration of certain securities of
the Company owned of record by certain stockholders (the "Selling
Stockholders"). Pursuant to the Registration Statement, the Company intends to
register under the Securities Act of 1933, as amended, 393,060 shares (the
"Shares") of common stock, par value $.01 per share, of the Company.
The opinion hereinafter set forth is given to the Company pursuant to
Item 16 of Form S-3 and Item 601(b)(5) of Regulation S-K. The only opinion
rendered by this firm consists of the matter set forth in numbered paragraph (1)
below (our "Opinion"), and no opinion is implied or to be inferred beyond such
matter. Additionally, our Opinion is based upon and subject to the
qualifications, limitations and exceptions set forth in this letter.
Our Opinion is furnished for the benefit of the Company solely with
regard to the Registration Statement, may be relied upon by the Company only in
connection with the Registration Statement and may not otherwise be relied upon,
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.
In rendering our Opinion, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances for us to express our Opinion. In making all of our examinations,
we assumed the genuineness of all signatures, the authenticity of all documents
submitted to us as originals, the conformity to the original documents of all
documents submitted to us as copies, and the due execution and delivery of all
documents by any persons or entities where due execution and delivery by such
persons or entities is a prerequisite to the effectiveness of such documents.
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World Access, Inc.
May 21, 1999
Page 2
As to various factual matters that are material to our Opinion, we have
relied upon the factual statements set forth in a certificate of an officer of
the Company and a certificate of a public official. We have not independently
verified or investigated, nor do we assume any responsibility for, the factual
accuracy or completeness of such factual statements.
Members of this firm are admitted to the Bar of the State of Georgia
and are duly qualified to practice law in that state. Because the Company is
organized under, and the subject of our Opinion therefore is governed by, the
General Corporation Law of the State of Delaware (the "Delaware Code"), we do
not herein express any opinion concerning any matter respecting or affected by
any laws other than the laws set forth in the Delaware Code that are now in
effect and that, in the exercise of reasonable professional judgment, are
normally considered in transactions such as those described in the Registration
Statement. The Opinion hereinafter set forth is based upon pertinent laws and
facts in existence as of the date hereof, and we expressly disclaim any
obligation to advise you of changes to such pertinent laws or facts that
hereafter may come to our attention.
Based upon and subject to the foregoing, we are of the Opinion that:
(1) The Shares are validly issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ Leonard A. Silverstein
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Leonard A. Silverstein