<PAGE>
EXHIBIT 8.1
[Letterhead of Kronish Lieb Weiner & Hellman LLP]
October 13, 2000
Intermedia Communications Inc.
One Intermedia Way
Tampa, FL 33647
Dear Sirs:
We have acted as counsel for Intermedia Communications Inc., a Delaware
corporation ("Intermedia"), in connection with the transactions contemplated by
the Agreement and Plan of Merger (the "Merger Agreement") dated as of September
1, 2000, by and among WorldCom Inc., a Georgia corporation ("WorldCom"),
Wildcat Acquisition Corp., a Delaware corporation and a wholly owned subsidiary
of WorldCom ("Wildcat") and Intermedia, in which Wildcat will be merged with
and into Intermedia (the "Merger"), with Intermedia surviving as a wholly owned
subsidiary of WorldCom. Capitalized terms not otherwise defined herein shall
have the meanings specified in the registration statement on Form S-4 (the
"Registration Statement"), which includes the Joint Proxy Statement and
Prospectus of WorldCom and Intermedia (the "Joint Proxy Statement/Prospectus"),
as filed with the Securities and Exchange Commission (the "SEC").
You have requested our opinion regarding certain U.S. Federal income tax
consequences of the Merger. In providing our opinion, we have examined the
Merger Agreement, the Registration Statement, which includes the Joint Proxy
Statement/Prospectus, and such other documents and corporate records as we have
deemed necessary or appropriate for purposes of our opinion. In addition, we
have assumed that (i) the Merger will be consummated in accordance with the
provisions of the Merger Agreement and the Registration Statement, (ii) the
statements concerning the Merger set forth in the Merger Agreement and the
Registration Statement are true, complete and correct, (iii) the
representations made by Intermedia and WorldCom in their respective letters
delivered to us for purposes of this opinion (the "Representation Letters") are
true, complete and correct and will remain true, complete and correct at all
times up to and including the Effective Time (as defined in the Merger
Agreement) and (iv) any representations made in the Representation Letters "to
the knowledge of" or similarly qualified are correct without such
qualification. If any of the above described assumptions is untrue for any
reason or if the Merger is consummated in a manner that is different from the
manner in which it is described in the Merger Agreement or the Joint Proxy
Statement/Prospectus, our opinion as expressed below may be adversely affected
and may not be relied upon.
Based upon the foregoing, for U.S. Federal income tax purposes, it is our
opinion that (i) the Merger will be treated as a reorganization within the
meaning of Section 368(a) of the Internal Revenue Code of 1986, as amended (the
"Code"), (ii) WorldCom, Intermedia and Wildcat will each be a party to the
reorganization within the meaning of Section 368(b) of the Code, (iii) U.S.
holders of Intermedia common stock or Intermedia preferred stock who receive
WorldCom common stock or WorldCom preferred stock for their Intermedia stock in
the Merger will not recognize gain or loss for U.S. Federal income tax
purposes, except with respect to cash, if any, they receive (A) in lieu of
fractional shares of WorldCom common stock or (B) pursuant to the Wildcat Cash
Election (as defined in the Merger Agreement), (iv) each U.S. holder's
aggregate tax basis in the WorldCom capital stock received in the Merger will
be the same as the U.S. holder's aggregate tax basis in the Intermedia capital
stock surrendered in the Merger, decreased by the amount of any tax basis
allocable to any fractional share interest in WorldCom common stock for which
cash is received and decreased by any cash received as a consequence of the
Wildcat Cash Election (as defined in the Merger Agreement) in excess of the
portion of that cash that is recognized as taxable gain, and (v) the holding
period of the WorldCom capital stock received in the Merger by a U.S. holder of
Intermedia capital stock will include the holding period of the Intermedia
stock that the U.S. holder surrendered in the Merger.
<PAGE>
Our opinion is based on current provisions of the Code, Treasury Regulations
promulgated thereunder, published pronouncements of the Internal Revenue
Service and case law, any of which may be changed at any time with retroactive
effect. Any change in applicable laws or the facts and circumstances
surrounding the Merger, or any inaccuracy in the statements, facts, assumptions
or representations upon which we have relied, may affect the continuing
validity of our opinion as set forth herein. We assume no responsibility to
inform you of any such change or inaccuracy that may occur or come to our
attention. Finally, our opinion is limited to the tax matters specifically
covered hereby, and we have not been asked to address, nor have we addressed,
any other tax consequences of the Merger.
This opinion is being provided for the benefit of Intermedia so that
Intermedia may comply with its obligations under the federal securities laws.
We consent to the filing of this opinion as Exhibit 8.1 to the Registration
Statement and to the reference to our firm name therein. In giving this
consent, we do not admit that we are within the category of persons whose
consent is required under Section 7 of the Securities Act of 1933, as amended,
or the rules or regulations of the SEC promulgated thereunder.
Very truly yours,
/s/ Kronish Lieb Weiner & Hellman
LLP
