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                                                                EXHIBIT 5.1




                                        November 21, 1996



Captec Franchise Capital Partners L.P. IV
24 Frank Lloyd Wright Drive
Lobby L, 4th Floor
P.O. Box 544
Ann Arbor, MI  48106-0544

        Re:     Captec Franchise Capital Partners L.P. IV

Gentlemen:

        We have acted as counsel to Captec Franchise Capital Partners L.P. IV
(the "Partnership"), a Delaware limited partnership, in connection with the
proposed offering of up to 30,000,000 units of limited partnership interests
(the "Units") by the Partnership (the "Offering") as described in the
Registration Statement on Form S-11 filed with the Securities and Exchange
Commission (the "SEC") on August 1, 1996 (together with all amendments thereto,
the "Registration Statement").

        In this capacity, we have examined and relied upon the following
documents (the "Documents"):

        A.      The Registration Statement;

        B.      The Preliminary Prospectus included in the Registration
                Statement (the "Prospectus");

        C.      The Certificate of Limited Partnership of the Partnership filed
                on July 23, 1996 (the "Certificate"); and

        D.      The form of Agreement of Limited Partnership of the Partnership
                included as an exhibit to the Preliminary Prospectus (the 
                "Agreement").

        Our review has been limited to examining the Documents and applicable
Michigan, Delaware and federal law.  To the extent that any opinion in this
letter relates to or is dependent upon factual information, or is expressed in
terms of our knowledge or awareness, we have relied exclusively upon the
assumptions stated above, and the relevant factual representations and
warranties set forth in the Documents, and we have not undertaken to
independently verify any such facts

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November 21, 1996
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or information.  In this regard, our knowledge is limited to the conscious
awareness of facts or other information by (i) the attorney executing this
opinion on behalf of our firm; (ii) any attorney in our firm who has been
actively involved in (a) negotiating the terms and conditions of the Documents,
(b) drafting the Documents, or (c) preparing this opinion; and (iii) solely as
to information relevant to a particular opinion or confirmation regarding a
particular factual matter, the attorney in our firm who is primarily
responsible for providing the response to the particular opinion or
confirmation addressed in this opinion.

        Based upon and subject to the foregoing, it is our opinion that the
Partnership is authorized to issue the number of Units set forth in the
Registration Statement, and upon the sale thereof in the manner referred to in
the Registration Statement, the Units will be validly issued, fully paid and
non-assessable. 

        We hereby consent to the use of our name in the Registration Statement
and to the filing of this opinion with the Securities and Exchange Commission,
the National Association of Securities Dealers, Inc. and such state securities  
administrators or commissions as may be necessary or appropriate.


        This opinion may not be relied upon by anyone other than the parties
set forth herein and may not be provided to any party other than those set
forth herein without the express written consent of the undersigned.

                               Very truly yours,

                          JAFFE, RAITT, HEUER & WEISS
                            Professional Corporation

                             /s/ Jeffrey L. Forman

                               Jeffrey L. Forman