This is a study of the influence of social and cultural factors on the adoption of e-learning in higher education in Malaysia, Indonesia, Turkey, Singapore and Australia. Particular attention in each case was given to factors relating to social capital, attitudes and patterns of behavior in leadership, entrepreneurialism, and teaching and to broader sets of attitudes that shape general outlook. A case study approach was chosen in order to enable a richer and more finely grained analysis of the issues. The case studies are based on semi-structured interviews and observations conducted over several years. This research shows that previously known factors that affect the adoption of e-learning in higher education, namely, policy, guidelines, paradigm shifts and pedagogical change, are also significant in the contexts of each of the case studies in this research. However, this research shows that the adoption and uptake of e-learning technologies is also strongly shaped by cultural and social factors but not in ways that might first have been expected. It is not so much that there are specific cultural and social factors relating to specific e-learning technologies, but rather, that the degree of uptake of these technologies depends on teachers being encouraged, guided and assisted to innovate and adopt new technology. This can only occur when there is sufficient social capital, mediated through appropriate social networks, to build trust, overcome objections and anxieties, and generally motivate staff to engage in challenging, time-consuming initiatives in e-learning that generally do not promise immediate rewards. Certain culture-based issues emerged as important. These included staff mentoring, clustering through 'bamboo networking', trust-building and overcoming fear of 'losing face' (kiasu), facilitating women to take the initiative and lead, developing sensitivity to cultural differences, encouraging entrepreneurialism and rewarding pioneering endeavours, all of which were present in varying degrees across all five case studies. There were subtle variations on a central theme, which was clearly that of the impact of social capital as a driver. It was social capital played out through personal relationships and social networks that most strongly influenced individual teachers to be sufficiently motivated to add to an already busy schedule by taking on the additional burdens of pioneering e-learning technology and it was those social relationships that provided guidance and ongoing encouragement. As a consequence of these findings, this study offers a social capital model of e-learning adoption, which suggests that the adoption and uptake of e-learning technologies is strongly shaped by cultural and social factors. (Contains 1 figure.)