Exhibit 5


                        [Capitol Bancorp Ltd. Letterhead]

                                  July 26, 2002


Capitol Bancorp Ltd.
Capitol Bancorp Center, 200 N. Washington Square
Lansing, Michigan 48933

Ladies and Gentlemen:

     With respect to the registration  statement on Form S-8 (the  "Registration
Statement") being filed on this date with the Securities and Exchange Commission
(the  "Commission")  by  Capitol  Bancorp  Ltd.,  a  Michigan  corporation  (the
"Company"),  for the purpose of registering under the Securities Act of 1933, as
amended (the "Act"), an indeterminate amount of interests in the Capitol Bancorp
Ltd.  2000 Stock  Incentive  Plan (the "Plan") and 600,000  shares of the common
stock, no par value, of the Company (the "Registered Shares"), which may consist
of shares  already  issued or newly issued  shares,  we, as your  counsel,  have
examined such  certificates,  instruments,  and documents and have reviewed such
questions of law as we have considered necessary or appropriate for the purposes
of this opinion, and, on the basis of such examination and review, we advise you
that, in our opinion:

     1. The Registered Shares have been duly authorized.

     2. When the  Registration  Statement has become  effective  and  Registered
Shares have been issued,  sold and paid for in  accordance  with the Plan,  said
Registered Shares will be validly issued, fully paid, and nonassessable.

     I hereby  consent  to the  filing  of this  opinion  as an  exhibit  to the
Registration Statement. In giving this consent, I do not thereby admit that I am
within the category of persons whose consent is required  under Section 7 of the
Act or the rules and regulations of the Commission.


                                        Very truly yours,

                                        /s/ Cristin Reid English
                                        ----------------------------------------
                                        Cristin Reid English
                                        Chief Administrative Officer