SCHEDULE 14A
                               (RULE 14A-101)

                  INFORMATION REQUIRED IN PROXY STATEMENT

                          SCHEDULE 14A INFORMATION
        PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
                            EXCHANGE ACT OF 1934
                             (Amendment No. 1)


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                                                Commission Only (as permitted
                                                by Rule 14a-6(e)(2))
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                       NATIONAL PROPERTY INVESTORS 5
              (Name of Registrant as Specified in Its Charter)

  (Name of Person(s) Filing Proxy Statement if other than the Registrant)


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                       NATIONAL PROPERTY INVESTORS 5
                         1873 South Bellaire Street
                           Denver, Colorado 80222


                              October __, 1999

Dear Limited Partner:

               We are writing to request your consent to an amendment (the
"Amendment") of the Agreement of Limited Partnership of National Property
Investors 5 (the "Partnership") to (a) extend the term of the Partnership
from December 31, 2005 to a date in 2020 which is six months and one day
after the last of the 20-year refinancings described herein will initially
be scheduled to mature, and (b) provide for early dissolution of the
Partnership upon repayment of all indebtedness secured by the Partnership's
real property (unless any new financing otherwise requires). Enclosed for
your consideration is a Consent Solicitation Statement, dated October __,
1999 (the "Solicitation Statement"), and a form of Consent of Limited
Partner (the "Consent Form") for indicating whether or not you wish to
grant your consent to the Amendment. The consent of limited partners who
own more than 50% of all outstanding limited partnership units is required
to approve the Amendment.

               The Amendment will enable the Partnership to refinance the
mortgage debts secured by the Oakwood Village Apartments and the Willow
Park at Lake Adelaide Apartments with new 20-year loans. The refinancings
are expected to result in lower interest costs for the Partnership and a
cash distribution to the unitholders, all as more fully described in the
enclosed Solicitation Statement.

               NPI Management Corporation, the managing general partner of
the Partnership, recommends that you consent to the Amendment by
completing, dating and signing the enclosed Consent Form and returning it
in the enclosed pre-addressed, postage-paid envelope.

               Your participation is important. Please note that this
solicitation will expire at 5:00 p.m., New York City time, on ________, 1999.

               If you have any questions or require any assistance in
completing and returning the Consent Form, please contact Corporate
Investors Communication, Inc., by mail at P.O. Box 2065, South Hackensack,
New Jersey 07606-2065; by overnight courier service at 111 Commerce Road,
Carlstadt, New Jersey 07072--Attention Reorganization Department; by fax at
(202) ___-____ or by telephone at ( ) ____-____.

                                            Very truly yours,

                                            NATIONAL PROPERTY INVESTORS 5

                                            By:  NPI MANAGEMENT CORPORATION
                                                 Managing General Partner




                       NATIONAL PROPERTY INVESTORS 5
                         1873 SOUTH BELLAIRE STREET
                           DENVER, COLORADO 80222

                       CONSENT SOLICITATION STATEMENT


        This Consent Solicitation Statement is being furnished to limited
partners (the "Limited Partners") of record as of the close of business on
October __, 1999 (the "Record Date"), of National Investors Property 5, a
California limited partnership (the "Partnership"), in connection with the
solicitation of consents to an amendment (the "Amendment") of the
Partnership's Agreement of Limited Partnership to (a) extend the term of
the Partnership from December 31, 2005 to a date in 2020 which is six
months and one day after the last of the 20-year refinancings described
herein will initially be scheduled to mature, and (b) provide for early
dissolution of the Partnership upon repayment of all indebtedness secured
by the Partnership's real property. Currently, the Partnership's Agreement
of Limited Partnership provides for dissolution upon the sale of all or
substantially all of the Partnership's property until any new refinancing
otherwise requires). Therefore, with the Amendment, the Partnership will
dissolve upon the earlier of a date in 2020, upon repayment of all
indebtedness (unless a new indebtedness otherwise requires), or upon a sale
of all or substantially all of the Partnership's assets.

        The Amendment will enable the Partnership to refinance the mortgage
debts secured by the Oakwood Village Apartments and the Willow Park at Lake
Adelaide Apartments with new 20-year loans which will bear interest at a
rate below that of the current loan (the "Refinancing"). The Refinancing is
expected to result in lower interest costs for the Partnership and a cash
distribution to holders of units of limited partnership interest (the
"Units").

        This Consent Solicitation Statement is being solicited by NPI
Equities Investment, Inc., the managing general partner of the Partnership
(the "General Partner"), on behalf of the Partnership. This Consent
Solicitation Statement, and the accompanying form of Consent of Limited
Partner (the "Consent Form"), are first being mailed to Limited Partners on
or about October __, 1999.

        THE GENERAL PARTNER RECOMMENDS THAT LIMITED PARTNERS CONSENT TO THE
AMENDMENT.

        THIS SOLICITATION OF CONSENTS WILL EXPIRE AT 5:00 P.M., NEW YORK
CITY TIME, ON ____________, 1999 (THE "EXPIRATION DATE").

        SEE "RISK FACTORS" BEGINNING ON PAGE 2 OF THIS CONSENT SOLICITATION
        STATEMENT FOR A DESCRIPTION OF RISK FACTORS THAT YOU SHOULD
        CONSIDER IN CONNECTION WITH THE AMENDMENT, INCLUDING THE
        FOLLOWING:

        o      The Partnership's Agreement of Limited Partnership provides
               for termination in the year 2005. If the Amendment is
               adopted, the properties may not be sold until 2020.

        o      The General Partner and its affiliates have substantial
               conflicts of interest with respect to the Amendment.
               Continuation of the Partnership beyond 2005 will result in
               the General Partner and its affiliates continuing to receive
               management fees from the Partnership. Such fees would not be
               payable if the Partnership were liquidated earlier.

        If you have any questions or require any assistance in completing
and returning the Consent Form, please contact our Solicitation Agency,
Corporate Investors Communications, Inc., by mail at P.O. Box 2065, South
Hackensack, New Jersey 07606-2065; by overnight courier service at 111
Commerce Road, Carlstadt, New Jersey 07072--Attention: Reorganization
Department; by fax at (202) ___-____ or by telephone at (   ) ___-____.


RISK FACTORS

        Before deciding whether or not to consent to the Amendment, you
should consider carefully the following risks:

        Continuation of the Partnership; No Time Frame Regarding Sale of
Properties. The General Partner is proposing to continue to operate the
Partnership and not to attempt to liquidate it at the present time. Thus,
the Amendment and the Refinancing does not satisfy any expectation that a
Limited Partner would receive the return of his or her investment in the
Partnership through a sale of any property. It is not known when any
property owned by the Partnership may be sold. There may be no way to
liquidate your investment in the Partnership in the future until all
properties are sold. The Amendment could result in continuation of the
Partnership until 2020. The General Partner of the Partnership continually
considers whether a property should be sold or otherwise disposed of after
consideration of the relevant factors, including prevailing economic
conditions, availability of favorable financing and tax considerations,
with a view to achieving maximum capital appreciation for the Partnership.
At the current time the General Partner believes that a sale of any
property would not be advantageous given market conditions, the condition
of each property and tax considerations. In particular, the General Partner
considered the changes in the local rental market, the potential for
appreciation in the value of each property and the tax consequences to you
and your partners on a sale of a property. The General Partner cannot
predict when any property will be sold or otherwise disposed of.

        Conflicts of Interest with Respect to the Solicitation. The General
Partner of the Partnership has fiduciary duties to operate and manage the
Partnership in the best interests of all partners. However, the General
Partner and its affiliates receives fees for managing the Partnership and
its property. Therefore, a conflict of interest exists between the General
Partner and its affiliates regarding continuing the Partnership and
receiving such fees, and the liquidation of the Partnership and the
termination of such fees.

RECORD DATE; CONSENTS REQUIRED

        The Partnership has fixed October __, 1999 as the Record Date for
determining limited partners entitled to notice of and to consent to the
Amendment. Only limited partners of record on the Record Date may execute
and deliver a Consent Form. Approval of the Amendment requires the
affirmative consent of Limited Partners who own more than 50% of the
Partnership's outstanding Units. As of the Record Date, there were 85,513
Units issued and outstanding. Accordingly, approval of the Amendment will
require the affirmative consent of Limited Partners who own at least 41,257
Units. The Amendment will become effective on the Expiration Date, provided
consents from Limited Partners owning at least 41,257 Units have been
received.

SOLICITATION OF CONSENTS

        Consents will be solicited by mail, telephone, e-mail and in
person. Solicitations may be made by representatives of the General
Partner, none of whom will receive additional compensation for such
solicitations. The cost of preparing, assembling, printing and mailing this
Consent Solicitation Statement and the enclosed Consent Form will be borne
by the Partnership. The Partnership has retained Corporate Investors
Communications, Inc. to act as its Solicitation Agent in connection with
this consent solicitation. The fees and expenses of the Solicitation Agent
will be paid by the Partnership.


CONSENT PROCEDURES

        LIMITED PARTNERS WHO DESIRE TO CONSENT TO THE AMENDMENT SHOULD DO
SO BY MARKING THE APPROPRIATE BOX ON THE CONSENT FORM INCLUDED HEREWITH,
AND SIGNING, DATING AND DELIVERING THE CONSENT FORM TO THE SOLICITATION
AGENT BY MAIL IN THE SELF-ADDRESSED, POSTAGE-PAID ENVELOPE ENCLOSED FOR
THAT PURPOSE, BY OVERNIGHT COURIER OR BY FACSIMILE AT THE ADDRESS OR
FACSIMILE NUMBER SET FORTH ABOVE AND ON THE CONSENT FORM, ALL IN ACCORDANCE
WITH THE INSTRUCTIONS CONTAINED HEREIN AND THEREIN.

        All Consent Forms that are properly completed, signed and delivered
to the Solicitation Agent and not properly revoked (See "Revocation of
Instructions" below) prior to the Expiration Date, will be given effect in
accordance with the specifications thereof. IF A CONSENT FORM IS DELIVERED
AND NEITHER THE "CONSENTS," THE "WITHHOLDS CONSENT" NOR THE "ABSTAINS" BOX
IS MARKED, BUT THE CONSENT FORM IS OTHERWISE PROPERLY COMPLETED AND SIGNED,
THE LIMITED PARTNER WILL BE DEEMED TO HAVE CONSENTED TO THE AMENDMENT.

        Consent Forms must be executed in exactly the same manner as the
name(s) in which ownership of the Units is registered. If the Units to
which a Consent Form relates are held by two or more joint holders, all
such holders should sign the Consent Form. If a Consent Form is signed by a
trustee, partner, executor, administrator, guardian, attorney-in-fact,
officer of a corporation or other person acting in a fiduciary, agency or
representative capacity, such person must so indicate when signing and
submit with the Consent Form evidence satisfactory to the Partnership of
authority to execute the Consent Form.

        The execution and delivery of a Consent Form will not affect a
Limited Partner's right to sell or transfer the Units. All Consent Forms
received by the Solicitation Agent (and not properly revoked) prior to the
Expiration Date will be effective notwithstanding a record transfer of such
Units subsequent to the Record Date, unless the Limited Partner revokes
such Consent Form prior to 5:00 p.m., New York City time, on the Expiration
Date by following the procedures set forth under "Revocation of
Instructions" below.

        All questions as to the validity, form and eligibility (including
time of receipt) regarding consent procedures will be determined by the
General Partner in its sole discretion, which determination will be
conclusive and binding. The Partnership reserves the right to reject any or
all Consent Forms that are not in proper form. The Partnership also
reserves the right to waive any defects, irregularities or conditions of
delivery as to particular Consent Forms. Unless waived, all such defects or
irregularities in connection with the deliveries of Consent Forms must be
cured within such time as the General Partner determines. Neither the
General Partner nor any of its affiliates or any other persons shall be
under any duty to give any notification of any such defects, irregularities
or waivers, nor shall any of them incur any liability for failure to give
such notification. Deliveries of Consent Forms will not be deemed to have
been made until any irregularities or defects therein have been cured or
waived. The interpretations of the terms and conditions of this
solicitation by the General Partner shall be conclusive and binding.

REVOCATION OF INSTRUCTIONS

        Any Limited Partner or telephone number who has delivered a Consent
Form to the Solicitation Agent may revoke the instructions set forth in
such Consent Form by delivering to the Solicitation Agent a written notice
of revocation prior to 5:00 p.m., New York City time, on the Expiration
Date. In order to be effective, a notice of revocation of the instructions
set forth in a Consent Form must (i) contain the name of the person who
delivered the Consent Form, (ii) be in the form of a subsequent Consent
Form marked either as "CONSENTS," "WITHHOLDS CONSENT" or "ABSTAINS," as the
case may be, or in a writing delivered to the Solicitation Agent stating
that the prior Consent Form is revoked, (iii) be signed by the Limited
Partner in the same manner as the original signature on the Consent Form,
and (iv) be received by the Solicitation Agent prior to 5:00 p.m. New York
City time, on the Expiration Date at one of its addresses or fax number set
forth on the Consent Form. A purported notice of revocation that lacks any
of the required information, is dispatched to an improper address or
telephone number or is not received in a timely manner will not be
effective to revoke the instructions set forth in a Consent Form previously
given. A revocation of the instructions set forth in a Consent Form can
only be accomplished in accordance with the foregoing procedures. NO
LIMITED PARTNER MAY REVOKE THE INSTRUCTIONS SET FORTH IN A CONSENT FORM
AFTER 5:00 P.M., NEW YORK CITY TIME, ON THE EXPIRATION DATE.

NO APPRAISAL RIGHTS

        Limited Partners of the Partnership are not entitled to dissenters'
appraisal rights under California law or the Partnership's Agreement of
Limited Partnership in connection with the Amendment.

GENERAL PARTNER'S RECOMMENDATION

        The General Partner recommends that Limited Partners consent to the
Amendment. The General Partner believes that the Amendment is in the best
interests of the Partnership and its Limited Partners. In making its
determination, the General Partner considered the terms of the proposed
Refinancing (see "The Refinancing" below) and alternatives to such
Refinancing (see "Alternatives Considered" below).

THE REFINANCING

        The Amendment will enable the Partnership to refinance the mortgage
debts secured by the Oakwood Village Apartments and Willow Park at Lake
Adelaide Apartments with new 20-year loans. The Refinancing is expected to
result in lower interest costs for the Partnership and an expected cash
distribution to
Unitholders.

        As of July 31, 1999, the existing mortgage debts relating to
Oakwood Village Apartments and Willow Park at Lake Adelaide Apartments
consisting of loans with a current principal balance of $3,907,600 and
$2,890,730, respectively, with both bearing interest at 8.56% per year and
maturing on February 1, 2001.

        The existing debts would be repaid with the proceeds of two new
loans expected to have an original principal amount of approximately
$5,665,000 for the Oakwood Village Apartments and $4,000,000 for the Willow
Park at Lake Adelaide Apartments and both to mature in 2019. The new loans
are expected to have a fixed interest rate equal to 1.79% plus the rate
applicable to a 10-year Treasury Note at the time the interest rate is
fixed. From July 1, 1999 to October __, 1999, the interest rate applicable
to 10-year Treasury Notes has ranged between 5.53% and ___% and on October
__, 1999 was ___%. The exact interest rate will be determined in the
future. The new loans will be non-recourse (with customary exceptions for
fraud, misappropriation of funds and environmental liability), and would be
fully amortized over the 20 year term. The new loans will have non funded
reserves for taxes, insurance and replacement reserves. Further, the new
loans can be prepaid in full until 90 days prior to the maturity date, upon
payment of a prepayment penalty. For the first 15 years of the loan, the
prepayment penalty would be calculated based on a formula that calculates
yield maintenance. Thereafter, the prepayment penalty would be equal to 1%
of the principal amount outstanding. As a condition to making the new
loans, the lender is requiring that the Partnership's Agreement of Limited
Partnership be amended to extend the term of the Partnership beyond the
proposed maturity date of the new loan. The proceeds from the new loans
would be used to repay the existing mortgage debt and related costs
(expected to be approximately $6,798,330), to pay other transaction fees
and expenses associated with the Refinancing (expected to be approximately
$241,375) and to pay deferred maintenance at the Oakwood Village Apartments
(estimated to be approximately $1,500). The remainder of the proceeds
(estimated to be approximately $2,549,540) would be distributed to the
holders of Units pro rata, including Units held by the General Partner and
its affiliates.

ALTERNATIVES CONSIDERED

        The existing mortgage debts secured by the Oakwood Village
Apartments and the Willow Park at Lake Adelaide Apartments both mature in
February 2001. The Partnership does not have sufficient cash on hand (or
other liquid assets) to repay this debt. Consequently, the General Partner
considered two alternatives to the proposed Refinancing: (i) a refinancing
of the debt with a new loan with a maturity on or prior to the expiration
of the Partnership's current term (December 31, 2005); and (ii) a sale of
the property.

        A refinancing with a loan with a maturity on or prior to the
expiration of the Partnership's current term (December 31, 2005) would have
resulted in borrowing at a much greater cost. The General Partner believes
that interest rates associated with such a loan would be higher than the
proposed loan.

         The General Partner also considered a sale of the property, but
believes that a sale of the property at the current time would not be
advantageous given market conditions, the condition of the property and the
tax consequences to limited partners. See "Investment Objectives and
Policies; Sale or Financing of Investments" below. The General Partner
recognized that the proposed Refinancing would not prohibit or unduly
restrict the Partnership's ability to sell the property in the future prior
to the expiration of the extended term of the Partnership.

INVESTMENT OBJECTIVES AND POLICIES; SALE OR FINANCING OF INVESTMENTS

         In general, the General Partner regularly evaluates a sale of the
Partnership's properties by considering various factors, such as the
Partnership's financial position and real estate market conditions. The
General Partner monitors the properties' specific locale and sub-market
conditions (including stability of the surrounding neighborhood) evaluating
current trends, competition, new construction and economic changes. The
General Partner oversees each asset's operating performance and
continuously evaluates the physical improvement requirements. In addition,
the financing structure for each property (including any prepayment
penalties), tax implications, availability of attractive mortgage
financing, and the investment climate are all considered. Any of these
factors, and possibly others, could potentially contribute to any decision
by the General Partner to sell, refinance, upgrade with capital
improvements or retain a particular property. If rental market conditions
improve, the level of distributions might increase over time. It is
possible that the resale market for properties could improve over time,
making a sale of the properties at some point in the future a more viable
option than it is currently. After taking into account the foregoing
considerations, the General Partner is not currently seeking a sale of the
Oakwood Village Apartments, the Willow Park at Lake Adelaide Apartments or
other properties primarily because it expects the properties' operating
performance to improve in the near term. The Partnership expects to spend
approximately $1,243,000 for capital improvements at the properties in 1999
to repair and update the properties. Although there can be no assurance as
to future performance, the General Partner expects these expenditures to
improve the desirability of the properties to tenants. The General Partner
does not believe that a sale of the properties at the present time would
adequately reflect the properties' future prospects. Another significant
factor considered by the General Partner is the likely tax consequences of
a sale of the properties for cash. Such a transaction would likely result
in tax liabilities for many Limited Partners. The General Partner has not
received any recent indication of interest or offers to purchase the
properties.

TERM OF PARTNERSHIP.

        Under the Partnership's Agreement of Limited Partnership, the term
of the partnership will continue until December 31, 2005 (six (6) months
and one (1) day after the date of the last of the Refinancings will be
scheduled to mature, if the Amendment is approved), unless sooner
terminated as provided in such Agreement, the Amendment or by law.

CONFLICTS OF INTERESTS

        The General Partner has substantial conflicts of interest with
respect to the Amendment. An affiliate of the General Partner manages your
Partnership's properties and receives management fees and reimbursement of
its expenses. In addition, the General Partner receives fees and
reimbursement of its expenses for managing the Partnership. The extension
of the term of the Partnership may result in such fees continuing to be
paid for a longer period than would be the case if the term of the
Partnership expired in 2006. Therefore, the interests of the General
Partner and its affiliates in continuing the Partnership may be different
than those of the Limited Partners who desire to have the Partnership
dissolved and liquidated more quickly. The following table sets forth, for
each of the years indicated, compensation paid by the Partnership to the
General Partner and its affiliates.

                                             Partnership      Property
                                              Fees and       Management
YEAR                                          Expenses          Fees
- ----                                         -----------     -----------

1995.....................................     $204,000          $275,000
1996.....................................      222,000           234,000
1997.....................................      255,000           234,000
1998.....................................      253,000           242,000

        The General Partner of the Partnership is a wholly owned subsidiary
of Apartment Investment and Management Company ("AIMCO"). Because AIMCO and
the Partnership both invest in apartment properties, these properties may
compete with one another for tenants. Furthermore, Limited Partners should
bear in mind that AIMCO may acquire properties in general market areas
where the Partnership's properties are located. It is believed that this
concentration of properties in a general market area will facilitate
overall operations through collective advertising efforts and other
operational efficiencies. In managing AIMCO's properties, AIMCO will
attempt to reduce such conflicts between competing properties by referring
prospective customers to the property considered to be most conveniently
located for the customer's needs.

        On June 4, 1999, an affiliate of AIMCO commenced an offer to
purchase 20,897.98 Units, at $62 per Unit. On July 15, 1999, such affiliate
purchased 1,112 Units pursuant to the offer. On July 22, 1999, such
affiliate commenced a second offer to purchase 19,825.51 Units, at $67 per
Unit and purchased 1,714 Units pursuant to such offer on September 16,
1999. Although AIMCO and its affiliates have no current plans to conduct
future tender offers for the Units, their plans may change based on future
circumstances, including the making of offers by parties not affiliated
with AIMCO.

FIDUCIARY DUTIES; INDEMNIFICATION

        California law requires a general partner to adhere to fiduciary
duty standards under which it owes its limited partners a duty of loyalty
and a duty of care, which generally prohibits a general partner from
competing with a partnership in the conduct of the partnership's business
on behalf of a party having an interest adverse to the partnership and
requires the general partner to exercise any right consistent with the
obligation of good faith and fair dealing and free of gross negligence,
reckless conduct, intentional misconduct or known violations of law. A
partnership agreement (a) may not eliminate the duty of loyalty, but, if
not manifestly unreasonable, it may either identify specific activities
that do not violate the duty of loyalty or allow for all of the partners
(or some percentage identified in the partnership agreement) to authorize
or ratify, after full disclosure of all material facts, a specific act or
transaction that otherwise would violate that duty and (b) may contain
provisions releasing a partner from liability for actions taken in good
faith and in the honest belief that the actions are in the best interest of
the partnership, while indemnifying the partner against any good faith
belief that he or she has the power to act. Further, a partner does not
violate such duties because the partner's conduct furthers the partner's
own interest.

        Under the Partnership's Agreement of Limited Partnership, the
Partnership shall indemnify, save harmless and pay all judgments and claims
against the General Partner and its affiliates from any liability, loss or
damage incurred by them or by the Partnership by reason of any act
performed or omitted to be performed by them in connection with the
business of the Partnership, including costs and attorneys' fees and any
amounts expended in the settlement of any claims of liability, loss or
damage; provided that if such liability, loss or claim arises out of any
action or inaction of the General Partner, the General Partners must have
determined, in good faith, that such course of conduct was in the best
interest of the Partnership and did not constitute fraud, negligence,
breach of fiduciary duty or misconduct by the General Partners. Further,
any such indemnification will be recoverable only from the assets of the
Partnership and not from the assets of the Limited Partners. All judgments
against the Partnership and the General Partner, wherein the General
Partner is entitled to indemnification, must first be satisfied from
Partnership assets before the General Partner is responsible for these
obligations.

        Neither the General Partner, nor any affiliate will be indemnified
from any liability, loss or damage incurred by them in connection with (i)
any claim or settlement involving allegations that the securities laws,
including the Securities Act of 1933, were violated by the General Partner
or by any such other person or entity unless: (a) the General Partner or
other persons or entities seeking indemnification are successful in
defending such action; and (b) such indemnification is specifically
approved by a court of law which has been advised as to the current
position of the Securities and Exchange Commission, the California
Commissioner of Corporations, and the Texas Securities Board, regarding
indemnification for violations of securities law or (ii) any liability
imposed by law, including liability for fraud, bad faith or negligence.

CERTAIN U.S. FEDERAL INCOME TAX CONSEQUENCES

        The following summary of the material U.S. federal income tax
consequences to Limited Partners of the Refinancing is based upon current
U.S. federal tax law which is subject to change, possibly with retroactive
effect. This summary is for general information only and does not address
all aspects of U.S. federal income taxation that may be relevant in the
particular circumstances of each Limited Partner or to Limited Partners
subject to special treatment under the Internal Revenue Code (the "Code").
In addition, this summary does not address any state, local or foreign tax
consequences. No ruling from the Internal Revenue Service ("IRS") will be
requested with respect to the U.S. federal income tax consequences of the
Refinancing and, as such, there can be no assurance that the IRS will agree
with the summary set forth herein.

        EACH LIMITED PARTNER IS URGED TO CONSULT ITS TAX ADVISOR REGARDING
THE SPECIFIC TAX CONSEQUENCES OF THE AMENDMENT AND THE REFINANCING,
INCLUDING THE APPLICATION OF FEDERAL, STATE, LOCAL, FOREIGN AND OTHER TAX
LAWS.

        As an initial matter, the extension of the Partnership's term as
provided by the Amendment will not have any tax consequences to Limited
Partners.

        In general, the Code provides that an increase in a partner's share
of partnership liabilities is treated as a cash contribution by such
partner to the partnership with a corresponding increase in the partner's
tax basis in its partnership interest. Conversely, to the extent a
partner's share of partnership liabilities is reduced, such reduction is
treated as a distribution of cash by the partnership to the partner with a
corresponding reduction in the partner's tax basis in its partnership
interest. In general, to the extent a partner receives cash distributions
in excess of such partner's tax basis in its partnership interest, taxable
gain is recognized.

        As of July 31, 1999, the aggregate balance on the existing loans
was $6,798,330. The principal amount of the new loan (part of which will be
used to satisfy the existing loans in full) will be $9,655,000, or
$2,856,670 more than the existing loans. Each Limited Partner's adjusted
tax basis in its Partnership interest will be increased by its pro rata
share of such excess, or approximately $33.41 per Unit. Following the
completion of the Refinancing, the Partnership anticipates making a pro
rata cash distribution of approximately $2,549,540, or $29.81 per Unit. As
noted above, while this cash distribution will reduce the adjusted tax
basis of the Limited Partners' interests in the Partnership, a Limited
Partner will not recognize taxable gain unless the cash it receives exceeds
its adjusted tax basis. Therefore, the Refinancing and distribution should
not result in the recognition of taxable income to the Limited Partners.

SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

        On October 1, 1998, Insignia Financial Group, Inc. merged into
AIMCO, and on February 26, 1999, Insignia Properties Trust merged into
AIMCO. As a result of these transactions, AIMCO acquired indirect ownership
of the General Partner.

        No director or officer of the General Partner owns any Units. The
following table sets forth certain information regarding Units of the
Partnership owned by each person who is known by the Partnership to own

beneficially more than 5% of the Units as of July 30, 1999:


     Name and address* of            Amount and Nature of
       Beneficial Owner                Beneficial Owner      Percent of Class
     ---------------------           --------------------    -----------------

    AIMCO Properties L.P.                 2,307.00 (1)               2.8%
    Insignia Properties L.P.             38,344.00 (2)              45.0%

- --------------------------------
*  1873 South Bellaire Street, Denver, Colorado  80222

(1)     The Units may be deemed beneficially owned by AIMCO-GP, Inc. (which
        is the general partner of AIMCO Properties, L.P.) and AIMCO (which
        owns AIMCO-GP, Inc.)

(2)     The Units may be deemed beneficially owned by AIMCO/IPT, Inc.
        (which is the general partner of Insignia Properties, L.P.) and
        AIMCO (which owns AIMCO/IPT, Inc.)


                                    NATIONAL PROPERTY INVESTORS 5

                                    By:     NPI MANAGEMENT CORPORATION
                                            Managing General Partner


October __, 1999




                       NATIONAL PROPERTY INVESTORS 5
                         1873 South Bellaire Street
                           Denver, Colorado 80222


                         CONSENT OF LIMITED PARTNER


        The undersigned, a limited partner of National Property Investors 5
(the "Partnership"), and the holder of units (the "Units") of limited
partnership interest in the Partnership, acting with respect to all of the
Units owned by the undersigned, hereby:

        [__]   Consents    [__]   Withholds Consent     [__]   Abstains

with respect to the following Amendment to the Partnership's Agreement of
Limited Partnership:

1.      Section 4 is amended to read in its entirety as follows: "The
        Partnership shall commence as of the 15th day of July, 1981, and
        shall continue until _____, 2020*, unless previously terminated in
        accordance with the provisions of this Partnership Agreement."

2.      Section 19 is amended to add the following paragraph: "19.1.5 Six
        months and one (1) day after the last indebtedness secured by any
        of the Partnership's real property is paid in full (unless any new
        refinancing otherwise requires)."

        IF NO ELECTION IS SPECIFIED, ANY OTHERWISE PROPERLY COMPLETED AND
SIGNED CONSENT FORM WILL BE DEEMED TO BE A CONSENT TO THE AMENDMENT.

        The undersigned hereby acknowledges receipt of the Consent
Solicitation Statement, dated October __, 1999. THIS CONSENT IS SOLICITED
ON BEHALF OF NATIONAL PROPERTY INVESTORS 5 BY NPI MANAGEMENT CORPORATION,
THE MANAGING GENERAL PARTNER.

        A fully completed, signed and dated copy of this Consent Form
should be sent to the Solicitation Agent by mail or overnight courier to
the respective address specified below, or by fax to the fax number
specified below, prior to 5:00 p.m., New York City time on ____________,
1999.

        Completed and signed consents should be sent to Corporate Investors
Communication, Inc. by mail to P.O. Box 2065, South Hackensack, New Jersey
07606-2065; by overnight courier services to 111 Commerce Road, Carlstadt,
New Jersey 07072--Attention: Reorganization Department; or by fax to ( )
___ - ____.

Dated:____________, 1999                    By: __________________________

                                                ___________________________
                                                   Please Print Name

- --------
 *   A date that is six months and one (1) day after the last of the
     Refinancings will initially be scheduled to mature.


                             If held jointly:

                                    By:_____________________________

                                       _____________________________
                                            Please Print Name

Please sign exactly as you hold your Partnership Units. When signing as an
attorney-in-fact, executors, administrator, trustee or guardian, please
give your full title. If an interest is jointly held, each holder should
sign. If a corporation, please sign in full corporate name by a duly
authorized officer. If a partnership, please sign in partnership name by a
duly authorized person.