EXHIBIT 5

                      [Letterhead of Capitol Bancorp Ltd.]


                                  May 10, 2004


Capitol Bancorp Ltd.
200 Washington Sq. N.
Lansing, MI 48933

      RE: Registration Statement on Form S-4

Ladies and Gentlemen:

      I have represented Capitol Bancorp Ltd. ("Capitol") in connection with the
preparation of a Registration Statement on Form S-4 (the "Registration
Statement") registering shares (the "Shares") of Capitol's common stock, no par
value, under the Securities Act of 1933, as amended (the "Act"), to be issued in
connection with Capitol's Plan of Share Exchange with the shareholders of
Sunrise Bank of San Diego other than Capitol.

      In connection with this opinion, I have reviewed (a) the Registration
Statement, (b) Capitol's Articles of Incorporation, as amended, (c) Capitol's
By-laws, as amended, (d) the Resolutions adopted by Capitol's board, and (e)
such corporate records of Capitol, such certificates of public officials,
officers and representatives of Capitol and such other certificates and
instruments and have made such investigations of law as I have deemed
appropriate for purposes of giving the opinion expressed.

      Based upon the foregoing, I am of the opinion that the Shares, when issued
as described in the Registration Statement, will be validly issued, fully paid
and non-assessable.

                                   Sincerely,

                              /s/ Brian K. English
                                Brian K. English
                                 General Counsel