Exhibit 5
LAW OFFICES
STROBL CUNNINGHAM CARETTI & SHARP
PROFESSIONAL CORPORATION
300 EAST LONG LAKE ROAD, SUITE 200
BLOOMFIELD HILLS, MICHIGAN 48304-2376
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TELEPHONE (248) 540-2300
FACSIMILE (248) 645-2690
JOHN SHARP
Direct Dial: (248) 205-2747
E-mail: [email protected]
December 5, 2000
Capitol Bancorp Ltd.
200 Washington Sq. N., Fourth floor
Lansing, MI 48933
RE: Registration Statement on Form S-4
SEC File No. 333-91961
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 Muskegon Commerce Bank and Kent Commerce Bank.
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.
