<PAGE> 1
EXHIBIT 5.1
[Long Aldridge & Norman LLP Letterhead]
September 8, 2000
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. 333-37750) (the "Registration Statement") and the filing
thereof with the Securities and Exchange Commission (the "Commission") for the
purpose of registering under the Securities Act of 1933, as amended, an
aggregate of 52,743,849 shares (the "Shares") of the Company's common stock,
$.01 par value per share. The Company proposes to issue the Shares in connection
with two business combinations. The first proposed business combination consists
of a transaction in which STAR Telecommunications, Inc., a Delaware corporation
("STAR"), will become a wholly-owned subsidiary of the Company pursuant to the
terms of an Agreement and Plan of Merger dated as of February 11, 2000, as
amended June 7, 2000 (the "STAR Merger Agreement"), among the Company, STAR and
STI Merger Co., a Delaware corporation and wholly-owned subsidiary of the
Company (the "STAR Merger"). The second proposed business combination consists
of a transaction in which Communication TeleSystems International d/b/a
WORLDxCHANGE Communications, a California corporation ("WORLDxCHANGE"), will
become a wholly-owned subsidiary of the Company pursuant to the terms of an
Agreement and Plan of Merger dated as of February 11, 2000, as amended May 23,
2000 (the "WORLDxCHANGE Merger Agreement"), among the Company, WORLDxCHANGE and
WORLDxCHANGE Communications, Inc. (f/k/a CTI Merger Co.), a Delaware corporation
and wholly-owned subsidiary of the Company (the "WORLDxCHANGE Merger").
Our Opinions (as defined below) are furnished for the benefit of the
Company solely with regard to the Registration Statement, may be relied upon
only in connection with the Registration Statement and may not otherwise be
used, quoted or referred to by or filed with any other person or entity without
our prior written permission.
In rendering our Opinions, we have examined such agreements, documents,
instruments and records as we deemed necessary or appropriate under the
circumstances, including: (i) the Certificate of Incorporation and Bylaws of the
Company, in each case as amended through the date hereof; (ii) the Registration
Statement; (iii) the minutes of the proceedings of the Board of Directors of the
Company; (iv) the STAR Merger Agreement; and (v) the WORLDxCHANGE Merger
Agreement. In making all of our examinations, we assumed (x) the legal capacity
of all natural persons, (y) the approval by the shareholders of the Company of
the STAR Merger Agreement and the WORLDxCHANGE Merger Agreement and the
transactions
<PAGE> 2
World Access, Inc.
September 8, 2000
Page 2
contemplated thereby, and an amendment to Article IV of the Amended
Certificate of Incorporation increasing the number of authorized shares of
common stock from 150,000,000 shares to 290,000,000 shares, and (z) the due
filing of a certificate of amendment reflecting the increase to 290,000,000
shares of authorized common stock with the office of the Delaware Secretary of
State. We have also assumed the genuineness of all signatures, the authenticity
and completeness 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 documents. We further have assumed the due
execution and delivery of all documents by any persons or entities other than
the Company where due execution and delivery by such persons or entities is a
prerequisite to the effectiveness of such documents.
As to all questions of fact that are material to our Opinions, we have
relied upon the factual statements set forth in a certificate of an officer 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.
Because the Company is organized under, and the subject of each of our
Opinions 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 on the date hereof in effect and that, in the
exercise of reasonable professional judgment, are normally considered in
transactions such as those contemplated by the issuance of the 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 Shares to be issued in the STAR Merger upon conversion of and
in exchange for the shares of STAR capital stock issued and outstanding
immediately prior to the effective time of the STAR Merger, when issued in
accordance with the terms of the STAR Merger Agreement, will be validly issued,
fully paid and nonassessable.
(2) The Shares to be issued in the WORLDxCHANGE Merger upon conversion
of and in exchange for the shares of WORLDxCHANGE capital stock issued and
outstanding immediately prior to the effective time of the WORLDxCHANGE Merger,
when issued in accordance with the terms of the WORLDxCHANGE Merger Agreement,
will be validly issued, fully paid and nonassessable.
<PAGE> 3
World Access, Inc.
September 8, 2000
Page 3
We hereby consent to the filing of this letter as an exhibit to the
Registration Statement and to the reference to our firm under the heading "Legal
Matters" set forth in the Prospectus forming a part of the Registration
Statement. This letter supercedes in its entirety our opinion letter of August
2, 2000 filed as Exhibit 5.1 to the Registration Statement.
Very truly yours,
LONG ALDRIDGE & NORMAN LLP
By: /s/ Leonard A. Silverstein
--------------------------------
Leonard A. Silverstein
