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EXHIBIT 5.1
November 5, 1999
World Access, Inc.
945 E. Paces Ferry Road, Suite 2200
Atlanta, Georgia 30326
Re: Registration Statement on Form S-4 of World Access, Inc.
Ladies and Gentlemen:
We have acted as counsel to World Access, Inc., a Delaware corporation (the
"Company"), in connection with a Registration Statement on Form S-4 (SEC
Registration No. 333-89479) (the "Registration Statement") and the filing
thereof with the Securities and Exchange Commission (the "Commission") for the
purpose of registering under the Securities and Exchange Act of 1933, as
amended, (i) $300,000,000 aggregate principal amount of 13.25% Senior Notes due
2008 (the "Exchange Notes") and (ii) $15,000,000 aggregate market value of the
Company's common stock, $.01 par value per share (the "Exchange Shares"). The
Exchange Notes and Exchange Shares are to be issued in exchange (the "Exchange
Offer") for the outstanding $300,000,000 aggregate principal amount of FaciliCom
International, Inc.'s 10 1/2% Series B Senior Notes due 2008 (the "FaciliCom
Notes").
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 Opinions (as defined below), we have examined such
agreements, documents, instruments and records as we deemed necessary or
appropriate under the circumstances hereinafter set forth, including: (i) the
Certificate of Incorporation and Bylaws of the Company, in each case as amended
through the date hereof; (ii) the Registration Statements; and (iii) the draft
Indenture, dated October 27, 1999 by and between the Company and First Union
National Bank, a national banking association, as Trustee (the "Indenture"). In
making all of our examinations, we assumed the legal capacity of all natural
persons, 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 authenticity of the originals of
such latter documents, 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. We have
assumed further that (i) at the time of execution, authorization, issuance and
delivery of the Exchange Notes, the Indenture will have been duly authorized,
executed and delivered by the Company and (ii) execution, delivery and
performance by the Company of the Indenture and the Exchange Notes will not
violate any applicable laws (excepting from such assumption the laws of the
State of Georgia, the Delaware General Corporation Law and the Federal laws of
the United States).
As to various factual matters that are material to our Opinions, we have
relied upon the factual statements set forth in a certificate of officers of
the Company and certificates of various public officials. 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. We do not herein express any
opinion concerning any matter respecting or affected by any laws other than
the laws of the State of Georgia and the Delaware General Corporation Law that
are now in effect and that, in the exercise of reasonable professional
judgment, are normally considered in transactions
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World Access, Inc.
November 5, 1999
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such as those contemplated by the issuance of the Exchange Notes and Exchange
Shares. The Opinions hereinafter set forth are 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.
The only opinions rendered by this firm are in numbered paragraphs (1) and
(2) below (our "Opinions"), and no other opinion is implied or to be inferred.
Additionally, our Opinions are based upon and subject to the qualifications,
limitations and exceptions set forth in this letter.
Based on and subject to the foregoing, we are of the opinion that:
(1) The Exchange Notes are duly authorized and, when authenticated, issued
and delivered in exchange for a like principal amount of the FaciliCom Notes in
the Exchange Offer as set forth in the Registration Statement and in accordance
with the provisions of the Indenture, will be legally issued, fully paid and
nonassessable and will constitute binding obligations of the Company,
enforceable against the Company in accordance with the terms of the Indenture,
subject to the qualifications that (a) enforcement of the Company's obligations
thereunder may be limited by bankruptcy, fraudulent conveyance or transfer,
insolvency, reorganization, moratorium, and other laws relating to or affecting
rights and remedies of creditors and by general equitable principles (whether
considered in a proceeding at law or in equity) and matters of public policy,
and (b) an implied covenant of good faith and fair dealing.
(2) The Exchange Shares are duly authorized and, when issued and
delivered in the Exchange Offer as set forth in the Registration Statement,
will be legally issued, fully paid and nonassessable.
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to reference to our firm under the heading "Legal
Matters" set forth in the Prospectus forming a part of the Registration
Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ Thomas Wardell
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Thomas Wardell
LAS/ldd