Exhibit 5


                        [Capitol Bancorp Ltd. Letterhead]

                                  May 13, 2003


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. 2003 Stock Plan (the "Plan") and 1,000,000  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/ Brian K. English
                                        ----------------------------------------
                                        Brian K. English
                                        General Counsel