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                                                                     EXHIBIT 8.1



                              November 26, 1997




Capitol Bancorp Ltd.
200 Washington Square, Fourth Floor
Lansing, MI 48933
Attention:  Board of Directors

Directors:

     We have acted as tax counsel to Capitol Bancorp Ltd., a Michigan
corporation, (the "Company"), in connection with the proposed issuance of (i)
Preferred Securities (the "Preferred Securities") of Capitol Trust I, a
statutory business trust created under the laws of Delaware (the "Trust"),
pursuant to the terms of the Amended and Restated Trust Agreement between the
Company, The First National Bank of Chicago, First Chicago Delaware Inc., and
the Administrative Trustees named therein, as trustees(the "Trust  Agreement"),
to be offered in an underwritten public offering, (ii) Subordinated Debentures
(the "Debentures") of the Company pursuant to the terms of an indenture from
the Company to The First National Bank of Chicago, as trustee (the
"Indenture"), to be sold by the Company to the Trust, and (iii) the Preferred
Securities Guarantee Agreement of the Company with respect to the Preferred
Securities (the "Guarantee") between the Company and The First National Bank of
Chicago, as trustee.  The Preferred Securities and the Debentures are to be
issued as contemplated by the registration statement on Form S-3 (the
"Registration Statement") to be filed by the Company and the Trust to register
the issuance of the Preferred Securities, the Debentures and the Guarantee
under the Securities Act of 1933, as amended (the "Act"). 

     We have examined originals or copies, certified or otherwise identified
to our satisfaction, of documents, corporate records and other instruments as
we have deemed necessary or appropriate for purposes of this opinion including
(i) the Registration Statement, (ii) the Form of Indenture attached as an
exhibit to the Registration Statement, (iii) the Form of the Debentures
attached as an exhibit to the Registration Statement (iv) the Form of Trust
Agreement attached as an exhibit to the Registration Statement, (v) the Form of
Guarantee attached as an exhibit to the Registration Statement, and (vi) the
Form of Preferred Security Certificate attached as an exhibit to the
Registration Statement (collectively the "Documents"). In such examination, we
have assumed the authenticity of all documents submitted to us as originals,
the conformity to original documents of all documents submitted to us as
certified or photostatic copies, the authenticity of the originals of such
latter documents, the genuineness of all signatures and the correctness of all
representations made therein.  We have further assumed that there are no
agreements or understandings contemplated therein other than those contained in
the Documents.

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     Based upon the foregoing, and assuming (i) the final Documents will be
substantially identical to the forms attached as exhibits to the Registration
statement, and (ii) full compliance with all the terms of the final Documents,
we are of the opinion that the statements contained in the preliminary
prospectus constituting part of the Registration Statement under the caption
"Certain Federal Income Tax Consequences," insofar as such statements
constitute matters of law or legal conclusions, as qualified therein,
constitute an accurate description, in general terms, of the indicated United
States federal income tax consequences to such holders.

     The opinion expressed above is based on existing provisions of the
Internal Revenue Code of 1986, as amended (the "Code"), existing Treasury
regulations, published interpretations of the Code and such Treasury
regulations by the Internal Revenue Service, and existing court decisions, any
of which could be changed at any time.  Any such changes may or may not be
retroactively applied.  We note that there is no authority directly on point
dealing with securities such as the Preferred Securities or of transactions of
the type described herein.  Further, you should be aware that opinions of
counsel are not binding on the Internal Revenue Service or the courts.  We
express no opinion as to any matters not specifically covered by the foregoing
opinions or as to the effect on the matters covered by this opinion of the laws
of any other jurisdiction.  Additionally, we undertake no obligation to update
this opinion in the event there is either a change in the legal authorities, in
the facts (including the taking of any action by any party to any of the
transactions described in the Documents relating to such transactions) or in
the Documents on which this opinion is based, or an inaccuracy in any of the
representations or warranties upon which we have relied in rendering this
opinion.

     This letter is not being delivered for the benefit of, nor may it be
relied upon by, the holders of the Debentures, the Guarantee or the Preferred
Securities or any other party to which it is not specifically addressed or on
which reliance is not expressly permitted hereby.

     We hereby consent to the filing of this opinion as an Exhibit to the
Registration Statement and to reference to our firm under the caption "Certain
Federal Income Tax Consequences" and "Validity of Securities" in the
preliminary prospectus constituting a part of the Registration Statement.

                                        Very truly yours,   
                                                            
                                        /s/ STROBL & BORDA, P.C.