EXHIBIT 5.1


                                 S&F LETTERHEAD




                                   May 5, 2004



Capital Growth Systems, Inc.
1100 East Woodfield Road
Schaumburg, Illinois 60173

         Re: Capital Growth Systems, Inc.
             Registration Statement on Form SB-2

Ladies and Gentlemen:

         We have acted as counsel to Capital Growth Systems, Inc., a Florida
corporation (the "Company"), in connection with the preparation and filing of
the registration statement on Form SB-2 (the "Registration Statement"), with the
Securities and Exchange Commission (the "Commission") under the Securities Act
of 1933, as amended (the "Act") and the prospectus contained therein with
respect to the proposed sale by the selling shareholders named therein (the
"Selling Shareholders") of up to 8,133,093 shares (the "Shares") of the
Company's common stock, par value $0.0001 (the "Common Stock"). The Shares
consist of an aggregate of 6,831,704 shares of the Company's Common Stock
currently outstanding and beneficially owned by the Selling Shareholders (the
"Issued Shares") and an aggregate of 1,301,389 shares issuable upon the exercise
of outstanding warrants (the "Warrants") held by certain of the Selling
Shareholders (the "Unissued Shares"). In connection with the registration of the
Shares, you have requested our opinion with respect to the matters set forth
below.

         For purposes of this opinion, we have reviewed the Registration
Statement. In addition, we have examined the originals or copies certified or
otherwise identified to our satisfaction of: (i) the Company's Articles of
Incorporation, as amended to date; (ii) the By-laws of the Company, as amended
to date; (iii) records of the corporate proceedings of the Company as we deemed
necessary or appropriate as a basis for the opinions set forth herein; and (iv)
those matters of law as we have deemed necessary or appropriate as a basis for
the opinions set forth herein. We have not made any independent review or
investigation of the organization, existence, good standing, assets, business or
affairs of the Company, or of any other matters. In rendering our opinion, we
have assumed without inquiry the legal capacity of all natural persons, the
genuineness of all signatures, 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 and the authenticity of the originals of
those documents submitted to us as copies.


May 5, 2004
Page 2


         Our opinion expressed below is limited to the laws of the State of
Illinois and the federal laws of the United States of America, as currently in
effect. We do not purport to be experts on the laws of any other jurisdiction
nor do we express an opinion as to laws other than the laws of the State of
Illinois and the federal laws of the United States, in each case in effect on
the date hereof as they presently apply. However, with your permission, in
rendering the opinions set forth herein we have assumed that the provisions of
Florida law, insofar as they affect the authorization and issuance of the
Shares, would be substantively identical to those of Illinois law. On the basis
of, and in reliance upon, the foregoing, and subject to the qualifications
contained herein, we are of the opinion that:

         1.   The Issued Shares being registered for resale by the Selling
              Shareholders under the Registration Statement have been duly
              authorized and are validly issued, fully paid and nonassessable.

         2.   The Unissued Shares being registered for resale by the Selling
              Shareholders under the Registration Statement have been duly
              authorized and, when issued, delivered and paid for in accordance
              with the Warrants, will be validly issued, fully paid and
              nonassessable.

         We hereby consent to your filing this opinion as an exhibit to the
Registration Statement.

         This opinion is rendered only to you and is solely for your benefit in
connection with the Registration Statement as described above. This opinion may
not be relied upon by you for any other purpose or furnished, or quoted to, or
relied upon by any other person, firm or corporation for any purpose without our
prior express written consent.

                                       Respectfully submitted,

                                       /s/ Shefsky & Froelich Ltd.

                                       SHEFSKY & FROELICH LTD.