  I suggest that stellar coalescence in mid-size protoclusters (M ~ 10^{3.5} -
10^{4.5} M_sun) is a possible scenario for the formation of ultra-luminous
X-ray sources (ULXs). More massive super-star-clusters are not needed, since
the most likely ULX mass range is only ~ 30--200 M_sun; in fact, they are very
rarely found at or very near ULX positions. Protostellar envelopes and gas
accretion favour captures and mergers in dense cores of embedded clusters.
Moreover, protoclusters with masses ~ 10^{3.5} - 10^{4.5} M_sun are likely to
disperse quickly into loose OB associations, where most ULXs are found.
Sufficiently high protostellar density may be achieved when clustered star
formation is triggered by galaxy collisions and mergers. Low metallicity may
then be necessary to ensure that a large fraction of the stellar mass ends up
in a black hole. In this scenario, most ULXs are naturally explained as the
extreme end of the high-mass X-ray binary population.
