January 10, 2003



ATEL Capital Equipment Fund X, LLC
600 California Street, 6th Floor
San Francisco, California  94108

                     RE: Registration Statement on Form S-1

Gentlemen:

         We have examined the above-referenced Registration Statement to be
filed with the Securities and Exchange Commission on or about the date hereof,
in connection with the registration under the Securities Act of 1933, as
amended, of 15,000,000 of your limited liability company member units (the
"Securities"). The Securities are to be offered and sold by and through the
broker-dealers described in said Registration Statement on a "best-efforts"
basis.

         As your counsel in connection with this transaction, we have examined
the proceedings taken and are familiar with the proceedings proposed to be taken
by you in connection with said sale and issuance of the Securities.

         It is our opinion that when the Securities are issued and sold in the
manner contemplated by the Registration Statement, including the Operating
Agreement included as an exhibit to the Prospectus filed in Part I of the
Registration Statement, the Securities will be validly authorized and legally
issued. When all capital contributions in respect of each of the Securities thus
issued have been made in accordance with the terms of the Operating Agreement
and as described in the Registration Statement, such Securities will be fully
paid and non-assessable.

         We hereby consent to the reference to our firm under "Legal Opinions"
in the prospectus which is a part of said Registration Statement, and to the use
of this opinion as an exhibit thereto.

                                                   Very truly yours,



                                                   DERENTHAL & DANNHAUSER