EXHIBIT 5


                                October 2, 1997


Capitol Communities Corporation
25550 Hawthorne Boulevard, Suite 207
Torrance, California  90505

         Re:        Capitol Communities Corporation
                    Form S-8 Registration Statement

Ladies and Gentlemen:

         I have acted as special counsel to Capitol Communities Corporation, a
Nevada corporation (the "Company"), in connection with (i) the filing with the
Securities and Exchange Commission (the "Commission") of the Company's
registration statement on Form S-8 (the "Registration Statement") under the
Securities Act of 1933, as amended (the "1933 Act") covering 38,000 shares of
common stock, $.01 par value ("Common Stock"), of the Company which may be
issued in the future upon exercise of the consultant stock options (the "Stock
Options") referred to in the Registration Statement.

         As such counsel, I have examined the Registration Statement and
exhibits thereto and such other documents, and have obtained such certificates
and assurances from officers and representatives of the Company and made such
additional inquiries, as I have deemed necessary for the purpose of rendering
this option.  I have assumed the genuineness of all documents submitted to us
as copies.  I have also examined the proceedings heretofore taken by the
Company in connection with the authorization of the Stock Options and the
issuance of the Common Stock issuable upon exercise thereof.

         On the basis of and in reliance upon the foregoing examinations,
inquiries and assumptions, and such other matters of fact and questions of law
as I have deemed appropriate, and subject to the limitations contained herein,
I am of the opinion that any shares of Common Stock to be issued in the
future by the Company upon exercise of the Stock Options will, when issued in
accordance with the terms of the Stock Options, be duly and validly issued,
fully paid and non-assessable.

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         I hereby consent to the filing of this opinion as Exhibit 5 to the
Registration Statement.  In giving this consent, I do not admit that I am
within the category of persons whose consent is required under Section 7 of the
1933 Act or the General Rules and Regulations of the Commission.

                                            Very truly yours,



                                            /s/ ELIZABETH BRANDON-BROWN, ESQ.

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