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) March 26, 2010

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, a South Carolina limited partnership (the “Registrant”), owns a 99.99% interest in New Shelter V Limited Partnership, a Delaware limited partnership (the “Partnership” or “Seller”), which owns Tar River Estates Apartments (“Tar River”), a 220-unit apartment complex located in Greenville, North Carolina.  As previously disclosed, on February 9, 2010 (the “Effective Date”), the Partnership and one other partnership that owns a 146-unit apartment complex (together the “Selling Partnerships” or “Sellers”) entered into a Purchase and Sale Contract (the “Purchase Agreement”) with a third party, Goldoller Greenville, I, LLC, a Delaware limited liability company (the “Purchaser”), to sell the two apartment complexes (together the “Properties” and individually a “Property”) owned by the Selling Partnerships to the Purchaser. The other Selling Partnership is affiliated with the Corporate General Partner of the Registrant.

As previously disclosed, on February 24, 2010, the Sellers and the Purchaser entered into a First Amendment to the Purchase and Sale Contract pursuant to which the loan assumption application submittal deadline was extended from February 24, 2010 to March 3, 2010.

On March 26, 2010, the Sellers and the Purchaser entered into a Second Amendment to the Purchase and Sale Contract (the “Second Amendment”) pursuant to which the purchase price was reduced from $12,000,000 to $11,700,000 and the portion of the purchase price to be allocated to Tar River was reduced from $7,000,000 to $6,900,000. In addition, the extension options of the Purchase Agreement were modified to allow the Purchaser the right to extend the closing to May 26, 2010 by delivering written notice to the Sellers no later than April 21, 2010 and an additional deposit of $50,000 to the escrow agent within two business days of the written notice.

This summary of the terms and conditions of the Second Amendment is qualified in its entirety by reference to the Second Amendment, a copy of which is attached hereto as an exhibit.

Item 9.01   Financial Statements and Exhibits

(c)   Exhibits

10(ii)(p)   Second Amendment to the Purchase and Sale Contract between New Shelter V Limited Partnership, a Delaware limited partnership and Goldoller Greenville, I, LLC, a Delaware limited liability company, dated March 26, 2010.

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/Stephen B. Waters

Stephen B. Waters

Senior Director of Partnership Accounting

Date: March 29, 2010

EX-10.IIP

Exhibit 10(ii)(p)

SECOND AMENDMENT TO PURCHASE AND SALE CONTRACT

This Second Amendment to Purchase and Sale Contract (this “Amendment”) is made as of March 26, 2010 by and among AIMCO WILSON ACRES, LLC, a Delaware limited liability company, and NEW SHELTER V LIMITED PARTNERSHIP, a Delaware limited partnership (collectively “Sellers”), and GOLDOLLER GREENVILLE I, LLC, a Delaware limited liability company (“Purchaser”).

W I T N E S S E T H:

            WHEREAS, Sellers and Purchaser entered into that certain Purchase and Sale Contract, dated as of February 9, 2010, as amended by that certain First Amendment to Purchase and Sale Contract, dated February 24, 2010, with respect to the sale of certain property described therein (the “Contract”); and

            WHEREAS, Sellers and Purchaser desire to amend certain provisions of the Contract.

            NOW, THEREFORE, in consideration of the mutual covenants herein contained, the sum of $10.00 and other good and valuable consideration, the mutual receipt and legal sufficiency of which are hereby acknowledged, the parties hereby agree as follows:

1.Capitalized Terms.     Capitalized terms used in this Amendment shall have the meanings given to them in the Contract, except as expressly otherwise defined herein.

2.Purchase Price.  The first 2 sentences of Section 2.2 of the Contract shall be deleted and replaced as follows:  “The total purchase price (“Purchase Price”) for the Properties shall be an amount equal to Eleven Million Seven Hundred Thousand  Dollars ($11,700,000.00).  Sellers and Purchaser acknowledge and agree that the Purchase Price shall be allocated as follows: (i) $4,800,000 shall be allocated to the Wilson Acres Property and (ii) $6,900,000 shall be allocated to the Tar River Property.”

3.Purchaser’s Adjournment Right.  Section 5.1.2 of the Contract is hereby deleted in its entirety and substituted with the following provision: “Notwithstanding the foregoing to the contrary, Purchaser shall have the right to adjourn the Closing (the “Purchaser’s Adjournment Right”) to May 26, 2010, by delivering written notice to Sellers not later than April 21, 2010.  If Purchaser shall timely exercise Purchaser’s Adjournment Right, then, within two (2) Business Days after the delivery of such adjournment notice, Purchaser shall deliver to Escrow Agent an additional deposit of $50,000 (which deposit shall be deemed part of the Deposit).”

4.Wilson Acres Defeasance.  Purchaser hereby acknowledges that the Loan with respect to the Wilson Acres Property is subject to a defeasance at Closing.  In connection therewith, Purchaser hereby acknowledges and agrees to the following:  (i) notwithstanding anything to the contrary contained in the Contract, the balance of the Purchase Price for each Property shall be delivered to Escrow Agent no later than 5:00 p.m. on the Business Day immediately prior to the Closing Date, (ii) Purchaser shall pay all fees and expenses (including, without limitation, all fees and expenses of the servicer, servicer’s counsel, Sellers’ defeasance consultant and the rating agencies) in connection with the defeasance, and (iii) in connection with the defeasance, Sellers shall have the right to adjourn the Closing to May 26, 2010, by delivering written notice to Purchaser not later than April 21, 2010. 

5.Miscellaneous.           This Amendment (a)  supersedes all prior oral or written communications and agreement between or among the parties with respect to the subject matter hereof, and (b) may be executed in counterparts, each of which shall be deemed an original and all of which, when taken together, shall constitute a single instrument and may be delivered by facsimile transmission, and any such facsimile transmitted Amendment shall have the same force and effect, and be as binding, as if original signatures had been delivered.  As modified hereby, all the terms of the Contract are hereby ratified and confirmed and shall continue in full force and effect.

[Signature Page to Follow]

            IN WITNESS WHEREOF, the parties hereto have executed this Amendment as of the date and year hereinabove written.

Sellers:

AIMCO WILSON ACRES, LLC, a Delaware limited liability company

By:  AIMCO WILSON ACRES MANAGER, LLC, a Delaware limited liability company, its manager

By: AIMCO PROPERTIES, L.P., a Delaware limited partnership, its member

By: AIMCO-GP, INC., a Delaware corporation, its general partner

By: /s/Trent A. Johnson

Name:  Trent A. Johnson

Title:  Vice President

NEW SHELTER V LIMITED PARTNERSHIP, a Delaware limited partnership

By:  SHELTER V GP LIMITED PARTNERSHIP, a Delaware limited partnership, its general partner

By:  SHELTER REALTY V CORPORATION, a South Carolina corporation, its general partner

By: /s/Trent A. Johnson

Name:  Trent A. Johnson

Title:  Vice President

[Purchaser’s signature page follows]

Purchaser:

GOLDOLLER GREENVILLE I, LLC, a Delaware limited liability company

By:  /s/Richard Oller
Name:  Richard Oller
Title:  President