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EXHIBIT 8.1
[LONG ALDRIDGE & NORMAN LLP LETTERHEAD]
ATTORNEYS AT LAW
August 29, 2000
World Access, Inc.
Resurgens Plaza, Suite 2210
945 East Paces Ferry Road
Atlanta, Georgia 30326
RE: TAX OPINION
Ladies and Gentlemen:
We have acted as counsel to World Access, Inc. ("World Access") in
connection with (i) its purchase of shares of TelDaFax Aktiengesellschaft
("TelDaFax") pursuant to the Purchase and Transfer Agreement, dated as of June
14, 2000, as amended (the "Purchase Agreement"), by and among World Access,
Inc., TelDaFax Aktiengesellschaft, Dr. Henning F. Klose, Apax Germany II L.P.,
Apax Funds Nominees Ltd. fur "B" Account, Apax Funds Nominees Ltd. fur "D"
Account, AP Vermogensverwaltung Gesellschaft burgerlichen Rechts and A+M GmbH &
Co Vermogensverwaltung KG, and the transactions contemplated thereby (the
"TelDaFax Share Purchase"), (ii) the contribution by Netnet Telekommunications
GmbH and NewTel Communications GmbH, each a subsidiary of World Access, of
their respective assets and liabilities to TelDaFax in exchange for newly
issued shares of TelDaFax (the "Contribution of Assets") pursuant to a
Contribution/Exchange Agreement dated August 11, 2000 (the "Contribution/
Exchange Agreement") by and among TelDaFax, Netnet and NewTel, and (iii) its
tender offer for all of the issued and outstanding shares of TelDaFax (the
"Tender Offer") pursuant to the Proxy Statement/Prospectus (as defined below)
and also documents required under German law (the "Tender Offer Documents").
The terms and conditions of the TelDaFax Share Purchase, the
Contribution of Assets and the Tender Offer are described in the Proxy
Statement/Prospectus dated August 29, 2000 (the "Proxy Statement/Prospectus"),
which forms a part of the Registration Statement on Form S-4 (Reg. No.
333-______), filed by World Access with the Securities and Exchange Commission
(the "Registration Statement"). The TelDaFax Share Purchase, the Contribution of
Assets and the Tender Offer are collectively referred to herein as the "TelDaFax
transactions." The Purchase Agreement, Contribution/Exchange Agreement and
Tender Offer Documents are collectively referred
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World Access, Inc.
August 29, 2000
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to herein as the "TelDaFax Transaction Documents." The term "U.S. holders" used
herein has the meaning ascribed to it in the Proxy Statement/Prospectus.
In rendering our opinion, we have examined and relied upon the accuracy
and completeness of the information, factual statements and representations
contained in originals or copies, certified or otherwise identified to our
satisfaction, of the TelDaFax Transaction Documents, the Proxy
Statement/Prospectus, the representations made to us by representatives of World
Access in an officer's certificate dated the date hereof (the "tax
certificate"), and such other documents as we have deemed necessary or
appropriate. In our examination, we have assumed (i) the genuineness of all
signatures, the legal capacity of natural persons, the authenticity of all
documents and corporate records submitted to us as originals, the conformity to
original documents of all documents and corporate records submitted to us as
certified or photostatic copies, (ii) that the TelDaFax Share Purchase will be
consummated in the manner described in the Purchase Agreement, (iii) that the
Contribution of Assets will be consummated in the manner described in the
Contribution/Exchange Agreement, and (iv) that the Tender Offer will be
consummated in the manner described in the Tender Offer Documents.
Our opinion is based upon our understanding that the information,
factual statements, and representations set forth in the TelDaFax Transaction
Documents, the Proxy Statement/Prospectus and the tax certificate are true and
correct as of the date hereof and will be true and correct as of the dates on
which the TelDaFax transactions are consummated. If the TelDaFax transactions
described in the TelDaFax Transaction Documents and the Proxy
Statement/Prospectus are not consummated in accordance with the terms of such
documents or if all of the information, factual statements, representations or
assumptions upon which we relied are not true and correct at all relevant times,
our opinion might be adversely affected and may not be relied upon.
In rendering our opinion, we have considered the applicable provisions
of the Internal Revenue Code of 1986, as amended, proposed, temporary and final
treasury regulations promulgated thereunder, pertinent judicial authorities,
interpretive rulings of the Internal Revenue Service and such other authorities
as we have considered relevant. We caution that statutes, regulations, judicial
decisions and administrative interpretations are subject to change at any time
and, in some circumstances, with retroactive effect. Any change in the
authorities upon which our opinion is based could affect the conclusions stated
herein. This opinion is expressed as of the date hereof, and we are under no
obligation to supplement or revise our opinion to reflect any changes (including
changes that have retroactive effect) (i) in applicable law or (ii) in any
information, factual statement, representation or assumption stated or referred
to herein which becomes untrue or incorrect.
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World Access, Inc.
August 29, 2000
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Subject to the assumptions set forth above, the representations made to
us in the tax certificate, and the assumptions and qualifications set forth in
the discussion in the Proxy Statement/Prospectus under the heading "Material
U.S. federal income tax consequences of the TelDaFax transactions" (the
"Discussion"), we are of the opinion that the Discussion describes the material
U.S. federal income tax consequences of the TelDaFax transactions to U.S.
holders under the U.S. federal income tax laws in effect as of the date of the
Proxy Statement/Prospectus. We express no opinion as to whether the Discussion
addresses all of the U.S. federal income tax consequences of the TelDaFax
transactions to U.S. holders. Except as expressly set forth in the Proxy
Statement/Prospectus with respect to the specific U.S. federal income tax
consequences described under the Discussion, we express no opinion as to the
U.S. federal, state, local, foreign, income or other tax consequences of the
TelDaFax transactions to U.S. holders.
In addition, we consent to the reference to Long Aldridge & Norman LLP
in the Proxy Statement/Prospectus under the captions "Legal Matters" and
"Material U.S. federal income tax consequences of the TelDaFax transactions" and
to the filing of this opinion as an exhibit to the Registration Statement. In
giving this consent, we do not hereby admit that we are in 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.
This opinion is furnished to you solely for use in connection with the
Proxy Statement/Prospectus and is not to be used, circulated, quoted or
otherwise referred to for any purpose without our express prior written consent.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ Mark. S. Lange
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Mark. S. Lange,
a Partner
