March 4, 2002

Capitol Communities Corporation
25550 Hawthorne Boulevard, Suite 207
Torrance, California  90505

         Re:      Capitol Communities Corporation
                   Form S-8 Registration Statement

Ladies and Gentlemen:

         I have acted as special counsel to Capitol Communities  Corporation,  a
Nevada  corporation (the "Company"),  in connection with (i) the filing with the
Securities  and  Exchange   Commission  (the   "Commission")  of  the  Company's
registration  statement  on Form S-8 (the  "Registration  Statement")  under the
Securities Act of 1933, as amended (the "1933 Act") covering 3,000,000 shares of
common stock,  $.01 par value ("Common  Stock"),  of the Company to be issued to
employees of the Company (the "Common  Stock")  referred to in the  Registration
Statement.

         As  such  counsel,  I have  examined  the  Registration  Statement  and
exhibits thereto and such other documents,  and have obtained such  certificates
and assurances  from officers and  representatives  of the Company and made such
additional  inquiries,  as I have deemed  necessary for the purpose of rendering
this opinion. I have assumed the genuineness of all documents submitted to us as
copies. I have also examined the proceedings  heretofore taken by the Company in
connection with the authorization of the issuance of the Common Stock thereof.

         On the  basis  of and in  reliance  upon  the  foregoing  examinations,
inquiries and  assumptions,  and such other matters of fact and questions of law
as I have deemed appropriate, and subject to the limitations contained herein, I
am of the  opinion  that any  shares of Common  Stock to be issued in the by the
Company  will be  issued in  accordance  with the  terms of the  Employee  Stock
Incentive   Plan  and  will  be  duly  and  validly   issued,   fully  paid  and
non-assessable.

         I hereby  consent  to the  filing of this  opinion  as Exhibit 5 to the
Registration  Statement. In giving this consent, I do not admit that I am within
the category of persons  whose  consent is required  under Section 7 of the 1933
Act or the General Rules and Regulations of the Commission.

                                              Very truly yours,

                                          /s/ ELIZABETH BRANDON-BROWN, ESQ.
                                              -----------------------------
                                              Elizabeth Brandon-Brown, Esq.