UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549




                                    FORM 8-K


                                 CURRENT REPORT


                     Pursuant to Section 13 or 15(d) of the
                         Securities Exchange Act of 1934

      Date of Report (Date of earliest event reported) December 21, 2005

                        NATIONAL PROPERTY INVESTORS 5
            (Exact name of Registrant as specified in its charter)


            California                0-11095                 22-2385051
 (State or other jurisdiction       (Commission            (I.R.S. Employer
         of incorporation or        File Number)        Identification Number)
           organization)

                                55 Beattie Place
                              Post Office Box 1089
                        Greenville, South Carolina 29602
                    (Address of principal executive offices)


                                 (864) 239-1000
                           (Issuer's telephone number)

Check  the  appropriate  box  below  if the  Form  8-K  filing  is  intended  to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:

[ ]   Written  communications  pursuant to Rule 425 under the  Securities  Act
      (17 CFR 230.425)

[ ]   Soliciting  material  pursuant to Rule 14a-12 under the Exchange Act (17
      CFR 240.14a-12)

[ ]   Pre-commencement  communications  pursuant  to Rule  14d-2(b)  under the
      Exchange Act (17 CFR 240.14d-2(b))

[ ]   Pre-commencement  communications  pursuant  to Rule  13e-4(c)  under the
      Exchange Act (17 CFR 240.13e-4(c))









Item 1.02   Termination of a Material Definitive Agreement.

National  Property  Investors  5  (the   "Registrant"),   a  California  limited
partnership,  owns Oakwood Village on Lake Nan Apartments ("Oakwood Village"), a
278-unit  apartment  complex  located in Winter  Park,  Florida.  As  previously
disclosed,  on  November  2, 2005,  the  Registrant  and ten other  partnerships
(together  with the  Registrant,  the  "Selling  Partnerships"),  entered into a
Purchase and Sale Contract (the "Purchase  Agreement")  with a third party,  The
Bethany Group, LLC, a California limited liability company (the "Purchaser"), to
sell  twelve   apartment   complexes  and  one  parcel  of  land  (together  the
"Properties" and individually a "Property") owned by the Selling Partnerships to
the Purchaser for a total sales price of $161,250,000,  of which $19,234,694 was
to be  allocated  to  Oakwood  Village.  Each  of the  Selling  Partnerships  is
affiliated  with AIMCO  Properties,  L.P., an affiliate of the managing  general
partner of the Registrant.

On December 21, 2005, the Selling Partnerships delivered written notice of their
election  to  terminate  the  Purchase  Agreement  pursuant to its terms and the
Purchase Agreement was thereby terminated.







                                    SIGNATURE


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
Registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.



                                National Property Investors 5
                                (a California Limited Partnership)


                                By:   NPI Equity Investments Inc.
                                      Managing General Partner


                                By:   /s/Martha L. Long
                                      Martha L. Long
                                      Senior Vice President


                                Date: December 30, 2005