EXHIBIT 5



                      [Letterhead of Capitol Bancorp Ltd.]


                                  May 30, 2003


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

     RE: Registration Statement on Form S-4

Ladies and Gentlemen:

     I 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  shareholders  of
Elkhart Community Bank other than Capitol.

     In  connection  with this  opinion,  I 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 Capitol's  board, 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  I  have  deemed
appropriate for purposes of giving the opinion expressed.

     Based upon the foregoing,  I am of the opinion that the Shares, when issued
as described in the Registration  Statement,  will be validly issued, fully paid
and non-assessable.


                                   Sincerely,

                              /s/ Brian K. English
                                 General Counsel