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                                                                 EXHIBITS 10.30
                                                                      AND 10.37

                          WEIL, GOTSHAL & MANGES LLP               Dallas
                                 700 Louisiana                   Menlo Park
                                  Suite 1600                  (Silicon Valley)
                           Houston,Texas 77002-2784                Miami
                                (713) 546-5000                    New York
                              Fax: (713) 224-9511              Washington, D.C.
                                                      
                                                                 Brussels
                                                                 Budapest 
                                                                  London
                               September 4, 1998                  Prague
Writer's Direct Line                                              Warsaw

To Each of the Buyers
  Listed on the Attached Schedule A

Ladies and Gentlemen:

        We have acted as counsel to Equalnet Communications Corp. (the 
"Company") in connection with the issuance by the Company of $3,000,000 
aggregate principal amount of 6% Senior Secured Convertible Notes due 2001 of 
the Company (the "Notes"), an aggregate of 3,750 shares (the "Preferred 
Shares") of Series D Convertible Preferred Stock, par value $.01 per share (the 
"Series D Convertible Preferred Stock"), of the Company in exchange for the
Common Shares held by the Buyers (as hereinafter defined) and Common Stock
Purchase Warrants (the "Warrants") to purchase shares of common stock, par value
$.01 per share (the "Common Stock") of the Company pursuant to the Note Purchase
Agreements, each dated as of July 31, 1998 (the "Purchase Agreements"), and the
Note Purchase and Exchange Agreements, each dated as of July 31, 1998 (the
"Exchange Agreements", and collectively with the Purchase Agreements, the
"Agreements"), each of the Agreements by and between the Company and the buyer
named therein (collectively, the "Buyers"). Capitalized terms defined in the
Agreements and used but not otherwise defined herein are used herein as so
defined.

        In so acting, we have examined originals or copies, certified or 
otherwise identified to our satisfaction, of the Agreements, the Notes, the 
Statement of Resolution, the Transfer Agent Instruction, the Warrants, and the 
Registration Rights Agreements (collectively, the "Transaction Documents") and 
such corporate records, agreements, documents, opinions and other instruments, 
and such certificates or comparable documents of public officials and of 
officers and representatives of the Company, and have made such inquiries of 
such officers and representatives, as we have deemed relevant and necessary as a
basis for the opinions hereinafter set forth.

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Weil, Gotshal & Manges LLP

        In such examination, we have assumed the genuineness of all signatures, 
the legal capacity of natural persons, the authenticity of all documents 
submitted to us as originals, the conformity to original documents of all 
documents submitted to us as certified, conformed or photostatic copies and the 
authenticity of the originals of such latter documents.  As to all questions of 
fact material to this opinion that have not been independently established, we 
have relied upon certificates or comparable documents of officers and 
representatives of the Company and upon the representations and warranties of 
the Company contained in the Agreements.  As used herein "to our knowledge" and 
"of which we are aware" mean the conscious awareness of facts or other 
information by any lawyer in our firm actively involved in the transactions 
contemplated by the Transaction Documents.

        Based on the foregoing, and subject to the qualifications stated herein,
we are of the opinion that:

        1.  Each of the Company and EqualNet Corporation, TeleSource, Inc., 
EqualNet Wholesale Services, Inc., USC Telecom, Inc. and Netco Acquisition Corp.
(collectively, the "Subsidiaries") is a corporation duly incorporated, validly 
existing and in good standing under the laws of the state of its incorporation 
and has all requisite corporate power and authority to own, lease and operate 
its properties and to carry on its business as now being conducted.

        2.  The authorized capital stock of the Company consists of 50,000,000 
shares of common stock, par value $0.01 per share, and 5,000,000 shares of 
preferred stock, par value $0.01 per share, of which 2,000 shares have been 
designated as Series A Convertible Preferred Stock, 3,000 shares have been 
designated as Series B Senior Convertible Preferred Stock, 300,000 shares have 
been designated as Series C Convertible Preferred Stock, and 6,500 shares have 
been designated as Series D Convertible Preferred Stock.  As of August 10, 1998,
there were 21,393,070 shares of common stock, 2,000 shares of Series A 
Convertible Preferred Stock, 3,000 shares of Series B Senior Convertible 
Preferred Stock, and 195,073 shares of Series C Convertible Preferred Stock, 
issued and outstanding.  All of such outstanding shares of the Company's capital
stock are duly authorized, validly issued, fully paid and nonassessable and have
not been issued in violation of any preemptive rights pursuant to law or in the 
Company's articles of incorporation.  To our knowledge, except as disclosed in 
the SEC Reports or in Schedule III hereto, there are no outstanding securities 
of the Company convertible into or evidencing the right to purchase or subscribe
for any shares of capital stock of the

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Company, and there are no outstanding or authorized options, warrants, calls 
subscriptions, rights commitments or any other agreements of any character 
obligating the Company to issue any shares of its capital stock or any 
securities convertible into or evidencing and right to purchase or subscribe for
any shares of such stock.

        3.  The shares of Series D Convertible Preferred Stock to be issued 
pursuant to the Agreements have been duly authorized and, when issued as 
contemplated by the Agreements, will be validly issued, fully paid and 
nonassessable and free of preemptive rights pursuant to law or in the Company's 
articles of incorporation.  One thousand five hundred (1,500) shares of Series D
Convertible Preferred Stock to the issued from time to time as dividends on the 
Preferred Shares have been duly authorized and, when issued as contemplated by 
the Statement of Resolution, will be validly issued, fully paid and
nonassessable and free of preemptive rights pursuant to law or in the Company's
articles of incorporation. 13,043,468 shares of Common Stock issuable upon
exercise of the Warrants or upon conversion of the Notes or the Series D
Convertible Preferred Stock have been duly authorized, and when issued as
contemplated by the Purchase Agreements or the Statement of Resolution or the
Warrants, as applicable, will be validly issued, fully paid and nonassessable
and free of preemptive rights pursuant to law or in the Company's articles of
incorporation.

        4.  The Company has all requisite corporate power and authority to 
execute and deliver the Transaction Documents and to perform its obligations 
thereunder in accordance with the terms thereof, subject to the terms and 
conditions contained or otherwise referenced therein.  The execution, delivery 
and performance of the Transaction Documents by the Company and the consummation
by the Company of the transactions contemplated thereby have been duly 
authorized by all necessary corporate action on the part of the Company, subject
to the terms and conditions contained or otherwise referenced in the Transaction
Documents.  The Transaction Documents have been duly and validly executed and 
delivered by the Company and (assuming the due authorization, execution and 
delivery thereof by each of the other parties thereto) constitute the legal, 
valid and binding obligation of the Company, enforceable against it in 
accordance with their terms, subject to applicable bankruptcy, insolvency, 
fraudulent conveyance, reorganization, moratorium and similar laws affecting 
creditors' rights and remedies generally, and subject, as to enforceability, to 
general principles of equity, including principles of commercial reasonableness,
good faith and fair

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dealing (regardless of whether enforcement is sought in a proceeding at law or 
in equity) and except that rights to indemnification and contribution thereunder
may be limited by federal or state securities laws or public policy relating 
thereto.

        5. The execution and delivery of the Transaction Documents, the
consummation of the transactions contemplated thereby and compliance by the
Company with the provisions thereof will not materially conflict with,
constitute a default under or violate (i) any of the terms, conditions or
provisions of the articles of incorporation or by-laws of the Company except as
set forth on Schedule I, (ii) any of the terms, conditions or provisions of the
Applicable Contracts (except that we express no opinion as to any covenant,
restriction or provision of the Applicable Contracts related to financial
covenants, ratios or tests or any aspect of the financial condition or results
of operations of the Company), (iii) any New York, Texas or federal law or
regulation (other than federal and state securities or blue sky laws or laws
regulating the maximum rate of interest which may be charged, taken or received,
as to which we express no opinion except to the extent set forth in the next
clause), (iv) any New York law regulating the maximum rate of interest which may
be charged, taken or received, or (v) any judgment, writ, injunction, decree,
order or ruling of any court or government authority binding on the Company of
which we are aware. "Applicable Contracts" means those documents, agreements or
instruments set forth on Schedule II attached hereto, which have been identified
to us by the Company as all material documents, agreements or other instruments
to which the Company or the Subsidiaries are a party or by which they are bound.

        6.  No consent, approval, waiver, license or authorization or other 
action by or filing with any New York, Texas or federal governmental authority 
is required in connection with the execution and delivery by the Company of the 
Transaction Documents or the consummation by the Company of the transactions 
contemplated thereby, except for (i) the Form D to be filed with the Securities 
and Exchange Commission and (ii) any other filings in connection with federal 
and state securities or blue sky laws, as to which other filings we express no 
opinion.

        7.  Except as disclosed in the SEC Reports or in Schedule 3(i) to the 
Agreements, to our knowledge, there is no litigation, proceeding or governmental
investigation pending or overtly threatened against the Company that relates to 
any of the transactions contemplated by the Transaction Documents or which, if 
adversely determined,

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would have a material adverse effect on the business, assets or financial 
condition of the Company and its Subsidiaries taken as a whole.

        8.  Assuming that the representations of each of the Company and the 
Buyers contained in the Agreements (including, without limitation, the 
representation of the Company that no form of general solicitation or general 
advertising was used by the Company or any other person acting on its behalf in 
connection with the issuance of the Securities) are true, correct and complete 
and assuming compliance by each of the Company and the Buyers with their 
covenants set forth in the Agreements, it is not necessary in connection with 
the issuance of the Notes and the Warrants to the Buyers pursuant to the 
Purchase Agreements to register the Notes or the Warrants under the Securities 
Act of 1933, as amended (the "1933 Act").  No opinion is expressed herein as to 
registration requirements applicable to any re-sale or other re-transfer or 
re-disposition of any of such securities.

        9.  Assuming that (i) such exchange is made by the Company with its 
existing security-holders exclusively, (ii) no commission or other remuneration 
is paid or given directly or indirectly for soliciting such exchange, and (iii) 
the representations of each of the Company and the Buyers contained in the 
Agreements (including, without limitation, the representation of the Company 
that no form of general solicitation or general advertising was used by the 
Company or any other person acting on its behalf in connection with the issuance
of the Securities) are true, correct and complete and assuming compliance by
each of the Company and the Buyers with their covenants set forth in the
Agreements, it is not necessary in connection with the exchange of the Preferred
Shares to be issued by the Company for the Common Shares held by the Buyers
pursuant to the Exchange Agreements to register the Preferred Shares under the
1933 Act. No opinion is expressed herein as to registration requirements
applicable to any re-sale or other re-transfer or re-disposition of any of such
securities.

        With respect to our opinions expressed in paragraphs 3, 4 and 5, we note
that (i) in accordance with Rule 4460(i) of Nasdaq and as required by the 
Agreements and the Notes, the Company may not issue shares of common stock 
pursuant to the Transaction Documents in an amount equal to or in excess of 
twenty percent of its shares of common stock outstanding on the Issuance Date 
unless and until the transactions contemplated by the Transaction Documents are 
approved by a majority of the votes cast by the holders of shares of common 
stock of the Company; and (ii) in

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accordance with the Agreements, the Company must obtain Stockholder Approval of 
the issuance of the Notes, the Interest Notes, the Preferred Shares, the 
Dividend Shares, the Warrants and the Common Shares on or before the date which 
is 120 days after the Closing Date; if the Company fails to obtain such 
Stockholder Approval within such period of time, the Company shall be required 
to redeem the Notes and the Preferred Shares.

        With respect to our opinions expressed in paragraphs 4 and 5, we note 
that we have assumed with your concurrence that a substantial part of the 
negotiations relating to the Transaction Documents and the transactions 
contemplated thereby, and the signing of the Transaction Documents by a party 
thereto, have occurred in the State of New York.

        With respect to the opinions expressed herein, we note that we have not 
reviewed the minutes of the meetings of the Board of Directors of the Company 
held after April 14, 1998 except for those dated as of August 11, 1998, and 
accordingly, the opinions expressed herein assume that no fact or event occurred
at such meetings, and no action or inaction was authorized or approved at such 
meetings, directly or indirectly, such that any opinion expressed herein would
be or is inaccurate, incomplete or untrue.

        Furthermore, with respect to the opinions expressed herein, we note that
we have acted as counsel to the Company and that the Board of Directors of the 
Company has retained separate counsel and has relied upon the advice of such 
separate counsel and such counsel's evaluation of the Transaction Documents and 
the transactions contemplated thereby.

        The opinions expressed herein are limited to the laws of the State of 
New York, the laws of the State of Texas, the corporate laws of the State of 
Delaware and the federal laws of the United States, and we express no opinion as
to the effect on the matters covered by this letter of the laws of any other 
jurisdiction.

        The opinions expressed herein are rendered solely for your benefit in 
connection with the transactions described herein.  Those opinions may not be 
used or relied upon by any other person, nor may this letter or any copies 
thereof be furnished to a third party, filed with a governmental agency, quoted,
cited or otherwise referred to without our prior written consent, except that 
the opinions

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expressed in paragraph 3 may be relied upon by American Stock Transfer & Trust 
Company as Transfer Agent and Registrar for the Common Stock.

                                             Very truly yours,

                                             /s/ Weil, Gotshal & Manges LLP

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                                  SCHEDULE A

Willis Group, LLC
c/o Brian W. Pusch, Esq.
Penthouse Suite
29 West 57th Street
New York, NY
10019

Genesee Fund Limited-Portfolio B
c/o Brian W. Pusch, Esq.
Penthouse Suite
29 West 57th Street
New York, NY
10019

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                                  SCHEDULE I

        The Statements of Resolution for each of the Series A Convertible 
Preferred Stock and the Series C Convertible Preferred Stock provide that, in 
the event of a redemption by the Company of Common Stock in excess of a 
threshold set forth therein, the Company must offer to purchase a certain 
percentage of the shares held by each holder of Series A Convertible Preferred 
Stock or Series C Convertible Preferred Stock.  The transactions contemplated by
the Transaction Documents will trigger this mandatory purchase obligation.  It 
is our understanding that the Company will obtain a waiver of its mandatory 
purchase obligation from each holder of the Series A Convertible Preferred Stock
or Series C Convertible Preferred Stock.

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                                  SCHEDULE II

1.   Credit Agreement between Equalnet Communications Corp. f/k/a EqualNet
     Communications Corp. f/k/a EqualNet Holding Corp. (the "Company") and
     Comerica Bank-Texas

2.   Receivables Sale Agreement dated June 18, 1997 between EqualNet Corporation
     ("EC") and Receivables Funding Corporation

3.   Irrevocable Standing Letter of Credit No. SC 1920 dated May 15, 1998 with
     Southwest Bank of Texas, N.A. by the Company in favor of Caroline Partners,
     Ltd.

4.   Lease Agreement dated June 28, 1994, as amended, between EC and Caroline 
     Partners, Ltd.

5.   Lease Agreement dated March 24, 1995 between EC and First Houston 
     Enterprises, Inc.

6.   Carrier Agreement dated May 13, 1997, as amended, between EC and AT&T Corp.

7.   Loan and Security Agreement dated as of March 6, 1998 between Netco 
     Acquisition Corp. and FINOVA Capital Corporation ("FCC")

8.   Corporate Guaranty dated as of March 6, 1998 by the Company in favor FCC

9.   Management and Services Agreement dated as of March 12, 1998 by and among 
     the Company, EC, S.A. Telecommunications, Inc. and certain subsidiaries of 
     S.A. Telecommunications, Inc.

10.  Telecommunications Services Agreement (undated and unexecuted between the 
     Company and Worldcom Network Services, Inc.

11.  Agreement dated May 21, 1998 between EC and ITI Marketing Services, Inc.

12.  Finder's Fee Agreement dated June 17, 1998 between the Company and RC&A 
     Group, Inc.

13.  Master Lease dated November 4, 1994 between EC and Norwest Equipment 
     Finance, Inc.

14.  Stock Purchase Warrant dated February 11, 1997 from the Company to The 
     Furst Group, Inc.

15.  Stock Purchase Warrant dated October 1, 1997 from the Company to Willis 
     Group, LLC

16.  Stock Purchase Warrant dated March 5, 1998 from the Company to Willis 
     Group, LLC

17.  Stock Purchase Warrant dated March 6, 1998 from the Company to J. C. 
     Bradford Co., L.L.C.

18.  Stock Purchase Warrant dated March 5, 1998 from the Company to Mike 
     Willis

19.  Stock Purchase Warrant dated March 26, 1998 from the Company to First 
     Sterling Ventures Corp.

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20.  Stock Purchase Warrant dated March 26, 1998 from the Company to Frank 
     Hervdejs

21.  Stock Purchase Warrant dated April 15, 1998 from the Company to Mezzanine 
     Telecom, Inc.

22.  Stock Purchase Warrant dated April 15, 1998 from the Company to John 
     Dalton

23.  Stock Purchase Warrant dated April 15, 1998 from the Company to Zane 
     Russell

24.  Stock Purchase Warrant dated April 15, 1998 from the Company to Michael L. 
     Hlinak

25.  Stock Purchase Warrant dated June 27, 1998 from the Company to Pacific 
     Global Networks, Inc.

26.  Stock Purchase Warrant dated June 27, 1998 from the Company to Future 
     Telecom Networks, Inc.

27.  Common Stock Purchase Warrant dated July 23, 1998 from the Company to RFC 
     Capital Corporation

28.  Warrant Agreement dated April 24, 1998 between the Company and James R. 
     Crane

29.  Warrant Agreement dated as of December 2, 1997 between the Company and 
     Netco Acquisition, LLC

30.  Warrant Agreement dated as of August 19, 1998 between the Company and Lance
     Hack

31.  Registration Rights Agreement dated November 12, 1996 between the Company 
     and Creative Communications International, Inc.

32.  Registration Rights Agreement dated as of April 24, 1998 between the 
     Company and James R. Crane

33.  Carrier Switchless Agreement dated June 30, 1998 between Frontier 
     Communications of the West, Inc. and EqualNet Corporation

34.  Service Provider Agreement dated July 8, 1998 between EqualNet Corporation 
     and KPT, Inc.

35.  Merchandising License Agreement between the Company (as assignee of 
     Creative Communications International, Inc.) and Kiss Catalog Ltd.

36.  Prepaid Calling Card Agreement dated October 25, 1996 between the Company
     (as assignee of CCI - no consent to assignment provided) and World Direct,
     Ltd.

37.  Network Services Agreement dated October 22, 1997 between EC and Premiere 
     Communications, Inc.

38.  Web Site Services and Long Distance Agreement dated August __, 1997 between
     the Company and International Center for Entrepreneurial Development, Inc.

39.  Management and Services Agreement dated as of March 12, 1998 by and among 
     EC, the Company and S.A. Telecommunications, Inc.

40.  Lease Agreement No. 9524 dated May 4, 1995 between EC and Comerica Leasing 
     Corporation

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41.  Secured Promissory Note dated August 5, 1998 made by USC Telecom, Inc. 
     payable to the order of Greyrock Business Credit

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                                 SCHEDULE III

1.   Stock Purchase Warrant dated October 1, 1997 from the Company to Willis 
     Group, LLC

2.   Stock Purchase Warrant dated March 5, 1998 from the Company to Willis 
     Group, LLC

3.   Stock Purchase Warrant dated March 6, 1998 from the Company to J. C. 
     Bradford Co., L.L.C.

4.   Stock Purchase Warrant dated March 5, 1998 from the Company to Mike Willis

5.   Stock Purchase Warrant dated March 26, 1998 from the Company to First 
     Sterling Ventures Corp.

6.   Stock Purchase Warrant dated March 26, 1998 from the Company to Frank 
     Hervdejs

7.   Stock Purchase Warrant dated April 15, 1998 from the Company to Mezzanine 
     Telecom, Inc.

8.   Stock Purchase Warrant dated April 15, 1998 from the Company to John Dalton

9.   Stock Purchase Warrant dated April 15, 1998 from the Company to Zane 
     Russell

10.  Stock Purchase Warrant dated April 15, 1998 from the Company to Michael L. 
     Hlinak

11.  Stock Purchase Warrant dated June 27, 1998 from the Company to Pacific 
     Global Networks, Inc.

12.  Stock Purchase Warrant dated June 27, 1998 from the Company to Future 
     Telecom Networks, Inc.

13.  Common Stock Purchase Warrant dated July 23, 1998 from the Company to RFC 
     Capital Corporation

14.  Warrant Agreement dated April 24, 1998 between the Company and James R. 
     Crane

15.  Warrant Agreement dated as of August 19, 1998 between the Company and L. 
     Hack

16.  Options to purchase, in the aggregate, 700,000 shares of common stock of 
     the Company held by Hal Turner

17.  Series A Convertible Preferred Stock convertible into, in the aggregate, 
     2,000,000 shares of common stock of the Company

18.  Series B Convertible Preferred Stock convertible into, in the aggregate, 
     1,500,000 shares of common stock of the Company

19.  Series C Convertible Preferred Stock convertible into, in the aggregate, 
     1,950,730 shares of common stock of the Company

20.  Employee Stock Options to purchase, in the aggregate, 4,000,000 shares of 
     common stock of the Company

21.  Non-Employee Director Stock Options to purchase, in the aggregate, 500,000 
     shares of common stock of the Company