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) March 31, 2006

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)          File Number)      Identification Number)

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 2.01

Completion of Acquisition or Disposition of Assets.

National Property Investors 5, a California limited partnership (the “Registrant”), owned Oakwood Village on Lake Nan Apartments (“Oakwood Village”), a 278-unit apartment complex located in Winter Park, Florida.  On March 31, 2006, the Registrant sold Oakwood Village to a third party, The Bethany Group, LLC, a California limited liability company (the “Purchaser”). The Purchaser purchased the property along with 11 other apartment complexes and one parcel of land, all of which are owned by entities affiliated with AIMCO Properties, L.P., which is an affiliate of the managing general partner of the Registrant.  The total sales price for Oakwood Village, the 11 other apartment complexes and the parcel of land was approximately $148,005,000, of which approximately $19,235,000 represents the sales price for Oakwood Village.  The Registrant continues to own and operate one other investment property.

In accordance with the Amended Agreement of Limited Partnership of the Registrant, the Registrant's managing general partner is evaluating the cash requirements of the Registrant to determine whether any portion of the net proceeds will be distributed to the Registrant's partners.

Item 9.01

Financial Statements and Exhibits

(b)

Pro forma financial information.

The following unaudited pro forma balance sheet and statement of operations reflect the operations of the Registrant as if Oakwood Village had been sold on January 1, 2005.

The pro forma financial statements do not project the Registrant’s results of operations at any future date or for any future period.  This pro forma information should be read in conjunction with the Registrant’s 2005 Annual Report on Form 10-KSB.

PRO FORMA BALANCE SHEET

(in thousands)

	December 31, 2005
All other assets	$  1,035
Investment property, net	1,967
Total Assets	$  3,002
All other liabilities	$  1,607
Mortgage notes payable	6,287
Partners’ deficit	( 4,892)
Total Liabilities and Partners’ Deficit	$  3,002

PRO FORMA STATEMENT OF OPERATIONS

(in thousands, except per unit data)

	Year Ended
	December 31, 2005
Total revenues	$ 1,534
Total expenses	1,713
Net loss	$  (179)
Net loss per limited partnership unit	$ (2.11)

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.

Its Managing General Partner

By:

/s/Martha L. Long

Martha L. Long

Senior Vice President

Date:

April 5, 2006