Capitol Bancorp Ltd – ‘S-4/A’ on 1/23/02 – EX-5

On:  Wednesday, 1/23/02   ·   Accession #:  950147-2-106   ·   File #:  333-73624

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Pre-Effective Amendment to Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4/A       Amendment No. 3 to Form S-4                          134    654K 
 2: EX-5        Opinion of Strobl Cunningham Et Al                     1      7K 
 3: EX-23.1.A   Consent of Bdo Seidman, LLP                            1      6K 
 4: EX-23.1.B   Consent of Bdo Seidman, LLP                            1      6K 
 5: EX-23.4     Consent of Friedman, Billings, Ramsey & Co., Inc.      1      6K 
 6: EX-23.5     Consent of Stifel, Nicolaus & Company                  1      6K 
 7: EX-99.A     Form of Proxy - Sun Community                          2      9K 
 8: EX-99.B     Form of Proxy for Capitol Bancorp                      2      9K 

EX-5   —   Opinion of Strobl Cunningham Et Al

                                                                       EXHIBIT 5

 LAW OFFICES
 STROBL CUNNINGHAM CARETTI & SHARP
PROFESSIONAL CORPORATION

JOHN SHARP                             300 EAST LONG LAKE ROAD, SUITE 200       
Direct Dial:  (248) 205-2747         BLOOMFIELD HILLS, MICHIGAN 48304-2376      
E-mail:  jsharp@stroblpc.com                        ___________                 

TELEPHONE (248) 540-2300
FACSIMILE (248) 645-2690

 ____________________ , 2002

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 shareholders of Sun   
Community Bancorp Limited other than Capitol.                                   

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.