EXHIBIT 5.1

                               Dykema Gossett PLLC
                             400 Renaissance Center
                             Detroit, Michigan 48243

                               December 17, 2003


Michigan Heritage Bancorp, Inc.
28300 Orchard Lake Road, Ste 200
Farmington Hills, MI 48334


Ladies and Gentlemen:

         We have served as counsel to Michigan Heritage Bancorp, Inc. (the
"Company") in connection with the preparation of the Registration Statement
(Form S-8) to be filed by the Company with the Securities and Exchange
Commission under the Securities Act of 1933, as amended, representing the
issuance in the manner described in the Registration Statement of up to 66,000
shares of the Company's Common Stock pursuant to the Company's 1997 Nonemployee
Director Stock Option Plan.

         We have examined and relied upon the originals, or copies certified or
otherwise identified to our satisfaction, of such corporate records, documents,
certificates and other instruments as in our judgment are necessary or
appropriate to enable us to render the opinion expressed below.

         Based upon such examination and our participation in the preparation of
the Registration Statement, it is our opinion that the shares of the Company's
Common Stock, when issued in the manner described in the Registration Statement,
will be validly issued, fully paid and nonassessable.

         We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and further consent to the use of our name wherever
appearing in the Registration Statement, including any Prospectus constituting a
part thereof and any amendments thereto.

                                           Very truly yours,

                                            DYKEMA GOSSETT PLLC

                                            /s/ DYKEMA GOSSETT PLLC