8-K

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) June 15, 2009

SHELTER PROPERTIES V LIMITED PARTNERSHIP

(Exact name of Registrant as specified in its charter)

            South Carolina            0-11574                 57-0721855

      (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 1.01   Entry into a Material Definitive Agreement.

Shelter Properties V Limited Partnership (the “Registrant” or “Seller”) owns Lake Johnson Mews Apartments (the “Property”), a 201-unit apartment complex located in Raleigh, North Carolina.  As previously disclosed, on May 1, 2009 (the “Effective Date”), the Seller entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Pennsylvania Realty Group, Inc., a Pennsylvania corporation (the “Purchaser”), to sell Lake Johnson Mews to the Purchaser for a total sales price of $10,850,000.

As previously disclosed, on June 3, 2009, the Seller and Purchaser entered into a First Amendment to the Purchase and Sale Contract pursuant to which (i) the Seller agreed to give the Purchaser a credit against the purchase price of $60,000 and (ii) the expected closing date was extended to the earlier of five days after the existing lender approves Purchaser’s assumption of the loans or July 30, 2009.  The First Amendment provided for the Purchaser to extend the expected closing date for 30 days by delivering written notice to the Seller and delivering a deposit of $50,000 to the Escrow Agent.

On June 9, 2009, the Purchase Agreement and First Amendment were assigned to PRG Lake Johnson Mews Associates, LLC, an affiliate of the Purchaser.

On June 15, 2009, the Seller and the Purchaser entered into a Second Amendment to the Purchase and Sale Contract pursuant to which the loan approval period was extended from June 15, 2009 to June 19, 2009.

Item 9.01   Financial Statements and Exhibits

(c)   Exhibits

10(ii)(l)   Second Amendment to Purchase and Sale Contract between Shelter Properties V Limited Partnership, a South Carolina limited partnership, and PRG Lake Johnson Mews Associates, LLC, a North Carolina limited liability company, dated June 15, 2009.

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.

SHELTER PROPERTIES V LIMITED PARTNERSHIP

By:  Shelter Realty V Corporation

Corporate General Partner

By:  /s/Steven D. Cordes

Steven D. Cordes

Senior Vice President

Date: June 17, 2009

EX-10.IIL

Exhibit 10(ii)(l)

SECOND AMENDMENT TO

PURCHASE AND SALE CONTRACT

This Second Amendment to Purchase and Sale Contract (this “Second Amendment”) is dated as of June 15, 2009 ("Second Amendment Date"), by and between SHELTER PROPERTIES V LIMITED PARTNERSHIP, a South Carolina limited partnership (“Seller”), and PRG LAKE JOHNSON MEWS ASSOCIATES, LLC, a North Carolina limited liability company (“Purchaser”).

RECITALS:

WHEREAS, Seller and Pennsylvania Realty Group, Inc., a Pennsylvania corporation, entered into that certain Purchase and Sale Contract dated May 1, 2009, as amended by that certain First Amendment to Purchase and Sale Contract dated June 3, 2009, and as assigned by Pennsylvania Realty Group, Inc. to Purchaser on June 9, 2009 (as amended and assigned, the “Contract”), for certain real property situated in the County of Wake, State of North Carolina, commonly known as Lake Johnson Mews, and more specifically described in the Contract (the "Property"); and

WHEREAS, Seller and Purchaser desire to amend the Contract on the terms and conditions set forth below.

AGREEMENT:

NOW, THEREFORE, in consideration of the mutual covenants set forth in the Contract and herein and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, Seller and Purchaser agree to amend the Contract as follows:

1.Loan Approval Period Extension.  The Loan Approval Period, as such term is defined in Section 4.5.9 of the Agreement is hereby extended to and shall expire upon June 19, 2009.     

2.Ratification of Contract.  All terms and provisions of the Contract not specifically modified or amended by this Second Amendment shall remain in full force and effect, and the Contract, as expressly modified herein, is hereby ratified, confirmed and approved in all respects by the parties hereto.

3.General Provisions.  The following provisions shall apply with respect to this Second Amendment:

(a)Capitalized terms used, but not otherwise defined, herein shall have the same meaning as ascribed to such terms in the Contract.

(b)In the event of any conflict between the Contract and this Second Amendment, the terms and conditions of this Second Amendment shall control.

(c)This Second Amendment may be executed in counterparts, each of which (or any combination of which) when signed by all of the parties shall be deemed an original, but all of which when taken together shall constitute one agreement.  Executed copies hereof may be delivered by telecopier or electronic mail and upon receipt shall be deemed originals and binding upon the parties hereto, and actual originals shall be promptly delivered thereafter.

[REMAINDER OF PAGE LEFT INTENTIONALLY BLANK]

            NOW, THEREFORE, the parties hereto have executed this Second Amendment as of the Second Amendment Date.

SELLER:

SHELTER PROPERTIES V LIMITED PARTNERSHIP,

a South Carolina limited partnership

By:       SHELTER REALTY V CORPORATION,

            a South Carolina corporation,

            its corporate general partner

            By:  /s/ Brian J. Bornhorst

            Name:  Brian J. Bornhorst

            Title:  Vice President

PURCHASER:

PRG LAKE JOHNSON MEWS ASSOCIATES, LLC,

a North Carolina limited liability company

By:  /s/Steven A. Berger

Name:  Steven A. Berger

Title:  Vice President