Exhibit 5

             [LETTERHEAD OF STROBL CUNNINGHAM CARETTI & SHARP, P.C.]

                                 January 5, 2000



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





     RE:  Registration Statement on Form S-4
          SEC File No. 333-91961

Ladies and Gentlemen:

     We 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 minority  shareholders
of Brighton Commerce Bank.

     In  connection  with this opinion,  we 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 Written  Consent of the
Executive   Committee,   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 we have deemed appropriate for purposes of giving the opinion expressed.

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



     We  hereby  consent  to the  filing  of this  opinion  as  Exhibit 5 to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the prospectus contained therein.

                                     Sincerely,

                                     /s/ STROBL CUNNINGHAM CARETTI & SHARP, P.C.