Exhibit 5

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


                                December 27, 2001

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

     RE:  Registration Statement on Form S-4

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 Sun Community Bancorp Limited.

     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.