<PAGE>



                       SECURITIES AND EXCHANGE COMMISSION
                              Washington, DC 20549
                                   FORM 10-KSB

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


For the Fiscal Year Ended                                        Commission File
December 31, 2001                                                Number 0-15690


                        RESOURCES PENSION SHARES 5, L.P.
              ----------------------------------------------------
        (Exact name of small business issuer as specified in its charter)


          Delaware                                               13-3353722
--------------------------------                             ------------------
(State or other jurisdiction                                 (IRS Employer
of incorporation or organization)                            Identification No.)


7 Bulfinch Place, Suite 500, P.O. Box 9507, Boston, Massachusetts       02114
-----------------------------------------------------------------    ----------
   (Address of principal executive offices)                          (Zip  Code)


Registrant's telephone number including area code:                (617) 570-4600
                                                                  --------------


        Securities registered pursuant to Section 12(b) of the Act: None
                                                                    ----

          Securities registered pursuant to Section 12(g) of the Act:


                      Units of Limited Partnership Interest
                      -------------------------------------
                                (Title of Class)


Indicate by check mark whether the Registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days. Yes [ ] No [X]

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [ ]

Registrant's revenues for its most recent fiscal year were $2,409,495.

No market exists for the limited partnership interests of the Registrant, and,
therefore, a market value for such interests cannot be determined.

                       DOCUMENTS INCORPORATED BY REFERENCE
                                      None



<PAGE>


PART I


ITEM 1.           DESCRIPTION OF BUSINESS

GENERAL

Resources Pension Shares 5, L.P. (the "Registrant") was organized as a Delaware
limited partnership on February 11, 1986. The general partners of the Registrant
are Resources Capital Corp. (the "Administrative Partner"), Resources Pension
Advisory Corp. (the "Investment General Partner") and Presidio AGP Corp. (the
"Associate General Partner"). The Associate General Partner, the Administrative
General Partner and the Investment General Partner are collectively referred to
herein as the "General Partners". The General Partners are all ultimately
controlled by NorthStar Capital Investment Corporation, a Maryland corporation
("NorthStar"). See "Management/Employees" below.

In 1988, the Registrant sold, pursuant to a registration statement filed with
the Securities Exchange Commission, 5,690,843 units of limited partnership
interest (the "Units") for gross proceeds aggregating $56,908,426. After the
payment of a nonaccountable expense reimbursement to the Administrative General
Partner, Registrant had approximately $54,238,000, including evaluation fees and
acquisition fees paid or payable to the Administrative General Partner,
available for investment and reserves.

Registrant was formed for the purpose of investing primarily in participating
mortgage loans and, to a lesser extent, in land sale-leasebacks on improved,
income-producing commercial real estate. Through April 1, 1998, Disposition
Proceeds (as hereinafter defined) were required to be reinvested by Registrant
or held as reserves. Thereafter, the Administrative General Partner is permitted
to either reinvest or distribute any such Disposition Proceeds. See "Mortgage
Investments of Registrant" and "Item 2. Properties" for a description of
Registrant's remaining assets.


MANAGEMENT/EMPLOYEES

Registrant does not have any employees. The General Partners, their affiliates
and agents, manage the business of the Registrant. On October 21, 1999, an
affiliate of NorthStar and the then controlling entity of the General Partners
entered into a Services Agreement with AP-PCC III, L.P. (the "Agent") pursuant
to which the Agent was retained to provide asset management and investor
relation services to Registrant and other entities affiliated with Registrant.

As a result of this agreement, the Agent has the duty to direct the day to day
affairs of Registrant, including, without limitation, reviewing and analyzing
potential sale, financing or restructuring proposals regarding the Registrant's
assets, preparation of all reports, maintaining records and maintaining bank
accounts of Registrant. The Agent is not permitted, however, without the consent
of an affiliate of NorthStar, or as otherwise required under the terms of the
Limited Partnership Agreement to, among other things, cause Registrant to sell
or acquire an asset or file for bankruptcy protection.

In order to facilitate the Agent's provision of the asset management services
and the investor relation services, effective October 25, 1999, the officers and
directors of the General Partners resigned and nominees of the Agent were
elected as the officers and directors of the General Partners. The Agent is an
affiliate of Winthrop Financial Associates, a Boston based company that provides
asset management services, investor relation services and property management
services to over 150 limited partnerships which own commercial property and
other assets. The General Partners do not believe this transaction will have a
material effect on the operations of Registrant.



                                       2
<PAGE>


MORTGAGE INVESTMENTS OF REGISTRANT

As of December 31, 2001, Registrant had investments in two first mortgage loans
in the original aggregate amount of $8,700,000. The following table sets forth,
as of December 31, 2001, the outstanding mortgage loan investments made by
Registrant:

<TABLE>
<CAPTION>
                                                          Mortgage loans as of December 31, 2001
                                  ----------------------------------------------------------------------------
                                                 Original                                              Current
                                                 Mortgage         Carrying       Date     Maturity     Interest
                                    Sq. Ft.       Amount            Value       Funded      Date         Rate
                                  ----------  ---------------     --------     ---------  --------     -------
<S>                               <C>         <C>              <C>             <C>       <C>          <C>
   Shopping Center
   ---------------
   Lucky Supermarket
   Buena Park, California            47,000     $2,200,000       $2,218,084      5/88      4/02(1)      10.0%(2)

   Hotel
   -----
   Crowne Plaza Hotel
   Cincinnati, Ohio(3)              200,000     $6,500,000       $6,319,366      10/97       (3)        12.0%


                                                $8,700,000       $8,537,450
                                                ==========       ==========
</TABLE>


          (1)  The Registrant has exercised its right to accelerate the maturity
               date to April 1, 2002.

          (2)  In addition to fixed interest, Registrant is entitled to
               contingent interest in an amount equal to a percentage of the
               rent received by the borrower from the property securing the
               mortgage above a base amount, payable annually, and/or a
               percentage of the excess of the value of the property above a
               base amount, payable at maturity.

          (3)  Loan originally matured on October 2000 and was extended to
               October 2001. The borrower continues to make debt service
               payments on the loan and the Registrant and borrower have
               negotiated a further extension to May 1, 2003. In connection with
               the October 2000 extension, the interest rate was increased 1%, a
               fee of .5% of the principal balance was paid and the borrower
               placed a deed in escrow.

For additional information regarding Registrant's mortgage investments see Item
6 "Management's Discussion and Analysis or Plan of Operation" and Item 7
"Financial Statements Note 4."


RECENT MORTGAGE TRANSACTIONS

         Lionmark Corp. - This loan was originally a $4,000,000 first mortgage
loan, which was secured by an office building located in Columbus, Ohio. The
loan, which bore interest at 8.5% per annum and was scheduled to mature in June
2003 was prepaid by the mortgagor on May 31, 2001 at its carrying value of
$3,792,159

         Lucky Supermarkets - The Registrant has exercised its right to
accelerate the maturity of this loan to April 1, 2002. Accordingly, it is
anticipated that the contractual balance on this loan will be repaid in
accordance with its terms on or about April 1, 2002.


COMPETITION

To the extent Registrant reinvests any funds received from loan repayments or
property sales or forecloses on any of the assets securing its loans, Registrant
will be in competition with other companies, which are engaged in the business
of


                                       3
<PAGE>

making loans and selling properties. Registrant's competition would include a
large number of lenders, many of whom have resources substantially larger than
those of Registrant. The principal competitive factor in Registrant's business
is the effective rate charged for loans and the loan-to-value ratio.

In addition, properties, which secure Registrant's mortgage loans, may face
competition from similar properties in the vicinity. To the extent such
competition reduces the gross revenue from the operation of such properties
and/or decreases any appreciation in the value of such properties, such
competition will reduce any contingent interest otherwise payable to Registrant.


ITEM 2. PROPERTIES

As a result of the foreclosure on two of its mortgage loans, Registrant acquired
fee simple title to two properties as described below.

         Garfinkel Property - On December 21, 1992, through a foreclosure
auction, Registrant acquired fee simple title to the Garfinkel property by
bidding $3,200,000, the amount of the mortgage indebtedness then owed to it. The
Garfinkel property is located in Landover, Maryland and is part of a regional
shopping center known as Landover Mall. The parcel of land comprises
approximately 4.93 acres. The building is a two-story retail facility consisting
of 93,384 rentable square feet of space. As of March 1, 2002, Registrant has
been unable to sell or lease the property and the building remains vacant.

         The building contains asbestos-containing material and, on January 27,
1992, Registrant received $450,000 from the former property owner in exchange
for a release of a personal guarantee which obligated the owner to reimburse
Registrant for asbestos removal to a maximum of $500,000. Since June 1992,
$8,396 was paid for remedial cleaning in connection with the asbestos removal
and at December 31, 1999, the unexpended asbestos reserve aggregated $441,604.
Registrant does not presently plan to commence removal of the asbestos until a
purchaser or tenant for the property is identified.

         Based upon the property's continued vacancy and the lack of interest
received by the Registrant in its efforts to lease or sell the property as well
as the potential costs to upgrade the property, during the fourth quarter of
1999, the Registrant recorded a provision for impairment of $2,379,330, which
represented the full carrying value of the property net the unexpended asbestos
reserve of $441,604.

         Groton Property - On December 9, 1993, through a foreclosure auction,
Registrant acquired fee simple title to the Groton Shopping Center property. The
shopping center is located in Groton, Connecticut. The parcel of land comprises
approximately 17 acres. The property is a neighborhood strip shopping center
containing a gross leasable area of approximately 119,000 square feet. In
addition, the strip center has a parking area for approximately 450 automobiles.
As of December 31, 2001 and December 31, 2000, the Groton Shopping Center was
approximately 60% and 80% occupied and had average rental rates of $9.87 and
$7.80 per square foot, respectively. The decrease in occupancy is due to the
lease termination with A&P as discussed below.

         A&P, the former anchor tenant at the center ceased operating at the
center but was required to continue paying rent pursuant to its lease which was
scheduled to expire on January 31, 2002. In December 2000, A&P paid the
Registrant $292,078 in exchange for a release from its lease obligations.


ITEM 3.           LEGAL PROCEEDINGS

None


ITEM 4.           SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS

None.


                                       4
<PAGE>


PART II


ITEM 5. MARKET FOR REGISTRANT'S SECURITIES AND RELATED SECURITY HOLDER MATTERS

There is no established public trading market for the Units of Registrant. From
time to time however, tender offers have been or are presently being made.

There are certain restrictions set forth in the Partnership Agreement, which may
limit the ability of a limited partner to transfer Units. Such restrictions
could impair the ability of a limited partner to liquidate its investment in the
event of an emergency or any other reason.

As of March 1, 2002, there were approximately 3,383 limited partners of
Registrant, owning an aggregate of 5,690,843 Units.

Distributions per Unit during 2001 and 2000 were as follows:

          DISTRIBUTION WITH
      RESPECT TO QUARTER ENDED              AMOUNT OF DISTRIBUTION PER UNIT
      ------------------------              -------------------------------
                                               2001                  2000
                                               ----                  ----
March 31                                     $   -                 $   -
June 30                                      $   -                 $   -
September 30                                 $1.00                 $   -
December 31                                  $   -                 $.43


There are no material legal restrictions upon Registrant's present or future
ability to make distributions from operations in accordance with the provisions
of Registrant's Amended and Restated Certificate of Limited Partnership and
Partnership Agreement ("Partnership Agreement"). The Partnership Agreement
provides that through April 1, 1998, disposition Proceeds received were required
to be reinvested or held as reserves, but not distributed. For a further
discussion of factors which may affect distributions see "Item 6. Management's
Discussion and Analysis or Plan of Operation."

Over the past few years, many companies have begun making "mini-tenders" (offers
to purchase an aggregate of less than 5% of the total outstanding units) for
limited partnership interests in the Registrant. Pursuant to the rules of the
Securities and Exchange Commission, when a tender offer is commenced for Units,
the Registrant is required to provide limited partners with a statement setting
forth whether it believes limited partners should tender or whether it is
remaining neutral with respect to the offer. Unfortunately, although the
Securities and Exchange Commission has stated that a copy of any offer should be
sent by the bidder to the Partnership, the rules of the Securities and Exchange
Commission do not require that the bidders in certain tender offers provide the
Registrant with a copy of their offer. As a result, the General Partners often
do not become aware of such offers until shortly before they are scheduled to
expire or even after they have expired. Accordingly, the General Partners do not
have sufficient time to advise you of its position on the tender. In this
regard, please be advised that pursuant to the discretionary right granted to
the General Partners of your partnership in the Partnership Agreement to reject
any transfers of units, the General Partners will not permit the transfer of any
Unit in connection with a tender offer unless: (i) the Registrant is provided
with a copy of the bidder's offering materials, including amendments thereto,
simultaneously with their distribution to the limited partners; (ii) the offer
provides for withdrawal rights at any time prior to the expiration date of the
offer and, if payment is not made by the bidder within 60 days of the date of
the offer, after such 60 day period; and (iii) the offer must be open for at
least 20 business days and, if a material change is made to the offer, for at
least 10 business days following such change.



                                       5
<PAGE>


ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION OR PLAN OF
        OPERATIONS

The matters discussed in this Form 10-KSB contain certain forward-looking
statements and involve risks and uncertainties (including changing market
conditions, competitive and regulatory matters, etc.) detailed in the disclosure
contained in this Form 10-KSB and the other filings with the Securities and
Exchange Commission made by the Partnership from time to time. The discussion of
the Partnership's liquidity, capital resources and results of operations,
including forward-looking statements pertaining to such matters, does not take
into account the effects of any changes to the Partnership's operations.
Accordingly, actual results could differ materially from those projected in the
forward-looking statements as a result of a number of factors, including those
identified herein.


Liquidity and Capital Resources

As of December 31, 2001, the Registrant has funded an aggregate of $8,700,000 to
the mortgagors in two outstanding mortgage loans and holds title to two parcels
of real property and improvements located thereon. A third mortgage loan, which
was secured by the Lionmark Corporate Center in Columbus, Ohio, was prepaid on
May 31, 2001 at the loans carrying value. (See Item 7 - Financial Statements and
Supplemental Data - Notes 4 and 5)

At December 31, 2001, the Registrant's level of liquidity based on cash and cash
equivalents decreased to $1,926,593 as compared to $4,226,731 as of December 31,
2000. The decrease was primarily due to distributions to partners of $5,748,343,
which was partially offset by an increase of $879,749 in cash from operating
activities and $2,568,456 of cash from investing activities. Investing
activities consisted of $3,792,159 in cash received for the satisfaction of a
mortgage loan and mortgage loan repayments of $65,389, which were partially
offset by $1,289,092 of additions to real estate. All other increases
(decreases) in certain assets and liabilities are the result of normal and
scheduled operating activities. At December 31, 2001, the Registrant had
$1,926,593 in cash and cash equivalents, of which approximately $1,678,000 was
invested primarily in money market mutual funds.

The Registrant recently exercised its right to accelerate the maturity date of
the loan secured by the Buena Park property. As a result, the loan is now due on
April 1, 2002.

The Registrant's Oliveye loan was scheduled to mature in October 2001. The
Registrant is currently in negotiations to extend the maturity date of its
Oliveye loan until May 1, 2003, at the same terms and conditions.

Currently, the foreclosed property that formerly secured the Garfinkel Loan is
vacant. The Garfinkel property is located in Landover, Maryland. Funds which are
necessary to lease up the property and to remedy deferred maintenance conditions
at the Garfinkel's property and for capital improvements will be supplied from
the Registrant's working capital reserves.

Registrant's only sources of liquidity are through payments of its mortgage
loan, if any, and from cash flow generated from operations, if any, from its two
wholly owned properties. Registrant is required to pay the operating expenses
associated with its two properties. If necessary, the Registrant has the right
to establish reserves either from disposition proceeds or from cash flows. The
Registrant currently holds working capital reserves in short term investments at
rates which are lower than the returns previously earned on the loans that have
been repaid. If excess working capital is ultimately invested in new loans,
these investments are likely to be at lower rates than previous investments due
to current market conditions.

The Registrant was not directly affected by the events of the September 11th
terrorist attacks, however, the attacks have had a negative effect on the
economy which was already considered to be in a recession. The Registrant could
be affected by declining economic conditions as a result of various factors that
affect the real estate business including the financial condition of tenants,
competition, and increased operating costs.

On May 25, 2001, Bighorn Associates II, LLC, an affiliate of the General
Partners, made a tender offer to acquire up to 1,900,000 of the outstanding
units of limited partnership interest in the Registrant for a price of $2.80 per
unit. Upon expiration of its offer on June 22, 2001, Bighorn Associates II, LLC
acquired 426,668 units representing 7.5% of the total outstanding units.


                                       6
<PAGE>

During the year ended December 31, 2001, the Registrant distributed $5,748,343
to unitholders, of which the limited partners received $5,690,843 or $1.00 per
unit.

During the year ended December 31, 2001, affiliates of the General Partners, who
hold units of limited partnership interest in the Registrant, received
approximately $1,950,000 of the distribution made to the limited partners.


Results of Operations

Net income decreased by $188,723 for the year ended December 31, 2001 compared
with the same period in the prior year. The decrease was due to a decrease in
revenues which was partially offset by a decrease in costs and expenses.

Revenues decreased by $239,606 for the year ended December 31 2001 compared to
the same period in the prior year due to decreases in short term investment
income of $109,043, in mortgage loans interest income of $107,263 and in other
income of $63,868, which were slightly offset by an increase in operating income
- real estate of $40,568. Short term investment income decreased as a result of
lower interest rates and lower capital reserves available for investment.
Interest income on mortgage loans decreased due to the loan that was secured by
the Lionmark Corporation Center being prepaid by the mortgagor on May 31, 2001,
which was partially offset by an increase in the interest rate on the loan that
is secured by the Crowne Plaza Hotel. Operating income - real estate improved
due to an increase in rental rates, which was offset by a decline in occupancy.

Costs and expenses decreased by $50,883 for the year ended December 31, 2001,
compared to the same period in the prior year, due to decreases in management
fees, general and administrative expenses and mortgage servicing fees, which
were partially offset by increases in operating expenses - real estate and
depreciation and amortization. Management fees paid to the Administrative
General Partner decreased due to a decrease in the average net asset value of
the Registrant. Operating expenses - real estate increased as a result of
leasing activity at the Registrants' Groton, Connecticut property. Depreciation
and amortization increased as a result of additions to real estate during 2001.


Real Estate Market

The real estate market has begun to recover from the effects of the recent
recession, which included a substantial decline in the market value of existing
properties. However, high vacancy rates continue to exist in many areas. As a
result, Registrant's potential for realizing the full value of its investment in
mortgages is at increased risk.


Recently Issued Accounting Standards

The Financial Accounting Standards Board issued SFAS No. 137, "Accounting for
Derivative Instruments and Hedging Activities - Deferral of the Effective Date
of SFAS No. 133." The Statement deferred for one year the effective date of SFAS
No. 133, "Accounting for Derivative Instruments and Hedging Activities". The
Statement requires companies to recognize all derivatives on the balance sheet
as assets or liabilities, measured at fair value. Gains or losses resulting from
changes in the values of those derivatives would be accounted for depending on
the use of the derivative and whether they qualify for hedge accounting. This
Statement is effective for fiscal years beginning after June 15, 2000. The
Registrant believes that the effect of SFAS 133 on its financial statements will
be immaterial.

In July 2001, the Financial Accounting Standards Board ("FASB") issued Statement
of Financial Accounting Standards "SFAS" No. 141 "Business Combinations". SFAS
No. 141 requires that all business combinations be accounted for under the
purchase method of accounting. SFAS No. 141 also changes the criteria for the
separate recognition of intangible assets acquired in a business combination.
SFAS No. 141 is effective for all business combinations initiated after June 30,
2001. This statement will not affect the Registrant's financial statements.


                                       7
<PAGE>

In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets". SFAS no. 142 addresses accounting and reporting for intangible assets
acquired, except for those acquired in a business combination. SFAS No. 142
presumes that goodwill and certain intangible assets have indefinite useful
lives. Accordingly, goodwill and certain intangibles will not be amortized but
will rather be tested at least annually for impairment. SFAS No. 142 also
addresses accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. This statement will not have a material
effect on the Registrant's financial statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This statement
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of" and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations
-Reporting the Effects of a Disposal of a Business and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions," for the disposal of a
segment of a business. This Statement also amends ARB No. 51, "Consolidated
Financial Statements," to eliminate the exception to consolidation for a
subsidiary for which control is likely to be temporary. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years. The provisions of this Statement generally
are to be applied prospectively. The Partnership does not expect that this
statement will have a material effect on the Partnership's results of
operations.


Inflation

Inflation has not had a material effect on the Registrant's revenues during the
period and is not expected to have a material effect in the future. However,
prolonged periods of low or no inflation could result in low levels of interest
rates which could result in certain of the Registrant's loans being prepaid
prior to maturity and the Registrant receiving decreased revenue on any
reinvestment of such funds.

Except as discussed above, management is not aware of any other known trends,
events, commitments or uncertainties that will have a significant impact on
liquidity.


Quantitative and Qualitative Disclosure about Market Risk

The Registrant is not subject to market risk as its cash and cash equivalents
are invested in short term money market mutual funds. The Registrant has no
loans outstanding.







                                       8
<PAGE>


ITEM 7.  FINANCIAL STATEMENTS

                        RESOURCES PENSION SHARES 5, L.P.
                        ---------------------------------

                              FINANCIAL STATEMENTS
                              --------------------

                     YEARS ENDED DECEMBER 31, 2001 and 2000
                     --------------------------------------

                                      INDEX
                                      -----

                                                                            Page
                                                                            ----


Independent Auditors' Report.................................................10

Financial Statements:

Balance Sheets as of December 31, 2001 and 2000..............................11

Statements of Operations for the Years Ended
December 31, 2001 and 2000...................................................12

Statements of Partners' Equity for the Years Ended
December 31, 2001 and 2000...................................................13

Statements of Cash Flows for the Years Ended
December 31, 2001 and 2000...................................................14

Notes to Financial Statements................................................15










                                       9
<PAGE>



                          Independent Auditors' Report
                          ----------------------------

To the Partners
Resources Pension Shares 5, L.P.



We have audited the accompanying balance sheets of Resources Pension Shares 5,
L.P. (a limited partnership) (the "Partnership") as of December 31, 2001 and
2000, and the related statements of operations, partners' equity and cash flows
for the years then ended. These financial statements are the responsibility of
the Partnership's management. Our responsibility is to express an opinion on
these financial statements based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States of America. Those standards require that we plan and
perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in
all material respects, the financial position of Resources Pension Shares 5,
L.P. (a limited partnership) as of December 31, 2001 and 2000, and the results
of its operations and its cash flows for the years then ended in conformity with
accounting principles generally accepted in the United States of America.




                                                   /s/ Imowitz Koenig & Co., LLP

New York, New York
February 18, 2002














                                       10




<PAGE>




                       RESOURCES PENSION SHARES 5, L.P.
                       --------------------------------

                                BALANCE SHEETS
                                --------------

<TABLE>
<CAPTION>
                                                                                             DECEMBER 31,
                                                                               -----------------------------------------------
                                                                                       2001                     2000
                                                                               ---------------------   -----------------------
<S>                                                                            <C>                     <C>
ASSETS

Investments in mortgage loans                                                  $          8,537,450    $           12,373,731
Cash and cash equivalents                                                                 1,926,593                 4,226,731
Real estate - net                                                                         5,561,374                 4,488,383
Other assets                                                                                159,537                   175,852
Interest receivable - mortgage loans                                                        227,170                   128,471
                                                                               ---------------------   -----------------------

         Total Assets                                                          $         16,412,124    $           21,393,168
                                                                               =====================   =======================

LIABILITIES AND PARTNERS' EQUITY

Liabilities:

Accounts payable and accrued expenses                                          $            105,591    $              193,995
Deferred lease termination fee                                                                    -                   302,500
Due to affiliates                                                                            71,035                   103,080
                                                                               ---------------------   -----------------------

         Total Liabilities                                                                  176,626                   599,575
                                                                               ---------------------   -----------------------

Commitment  and contingencies

Partners' Equity:

Limited partners' equity (5,690,843 units
   issued and outstanding)                                                               16,073,450                20,585,947
General partners' equity                                                                    162,048                   207,646
                                                                               ---------------------   -----------------------

         Total Partners' Equity                                                          16,235,498                20,793,593
                                                                               ---------------------   -----------------------

         Total Liabilities and Partners' Equity                                $         16,412,124    $           21,393,168
                                                                               =====================   =======================
</TABLE>

                   See notes to financial statements.



                                  11


<PAGE>

                RESOURCES PENSION SHARES 5, L.P.
                --------------------------------

                   STATEMENTS OF OPERATIONS
                   ------------------------

<TABLE>
<CAPTION>
                                                                        FOR THE YEARS ENDED DECEMBER 31,
                                                                   -------------------------------------------

                                                                          2001                    2000
                                                                   --------------------    -------------------
<S>                                                                <C>                     <C>
Revenues:

      Mortgage loans interest income                               $         1,195,733     $        1,302,996
      Operating income - real estate                                         1,021,842                981,274
      Short-term investment interest                                           176,300                285,343
      Other income                                                              15,620                 79,488
                                                                   --------------------    -------------------

         Total revenues                                                      2,409,495              2,649,101
                                                                   --------------------    -------------------

Costs and Expenses:

      Management fees                                                          337,320                437,282
      Operating expenses - real estate                                         467,958                441,030
      Depreciation and amortization expense                                    232,013                167,319
      General and administrative expenses                                      128,134                162,782
      Property management fees                                                  30,110                 30,687
      Mortgage servicing fees                                                   23,712                 31,030
                                                                   --------------------    -------------------

         Total costs and expenses                                            1,219,247              1,270,130
                                                                   --------------------    -------------------

      Net income                                                   $         1,190,248     $        1,378,971
                                                                   ====================    ===================

Net income attributable to:

      Limited partners                                             $        1,178,346      $      1,365,181

      General partners                                                          11,902                 13,790
                                                                   --------------------    -------------------

                                                                    $        1,190,248      $       1,378,971
                                                                   ====================    ===================

Net income per unit of limited partnership
      interest (5,690,843 units outstanding)                        $              .21      $             .24
                                                                   ====================    ===================
</TABLE>


                        See notes to financial statements.



                                         12



<PAGE>


                      RESOURCES PENSION SHARES 5, L.P.
                      --------------------------------

                        STATEMENTS OF PARTNERS' EQUITY
                        ------------------------------

               FOR THE YEARS ENDED DECEMBER 31, 2001 AND 2000
               -----------------------------------------------

<TABLE>
<CAPTION>
                                                                  LIMITED              GENERAL                 TOTAL
                                                                 PARTNERS'            PARTNERS'              PARTNERS'
                                                                  EQUITY                EQUITY                 EQUITY
                                                          ---------------------  --------------------   ---------------------
<S>                                                       <C>                    <C>                    <C>
Balance - January 1, 2000                                 $         21,667,828    $          218,856    $         21,886,684


    Net income                                                       1,365,181                13,790               1,378,971

Distribution to partners
    ($.43 per limited partnership unit)                             (2,447,062)              (25,000)             (2,472,062)
                                                          ---------------------   -------------------   ---------------------

Balance - December 31, 2000                                         20,585,947               207,646              20,793,593

    Net income                                                       1,178,346                11,902               1,190,248

    Distribution to partners
      ($1.00 per limited partnership unit)                          (5,690,843)              (57,500)             (5,748,343)
                                                          ---------------------   -------------------   ---------------------

Balance - December 31, 2001                               $         16,073,450    $          162,048    $         16,235,498
                                                          =====================   ===================   =====================
</TABLE>




                       See notes to financial statements.


                                       13
<PAGE>




              RESOURCES PENSION SHARES 5, L.P.
              --------------------------------

                  STATEMENTS OF CASH FLOWS
                  ------------------------

<TABLE>
<CAPTION>
                                                                         FOR THE YEARS ENDED DECEMBER 31,
                                                                  -----------------------------------------------
<S>                                                               <C>                     <C>
                                                                            2001                     2000
                                                                  ----------------------   ----------------------
Cash Flows from Operating Activities:

Net income                                                        $           1,190,248    $           1,378,971
Adjustments to reconcile net income to net cash
      provided by operating activities
         Depreciation and amortization expense                                  232,013                  167,319
         Amortization of origination and acquisition fees                       (21,267)                 (31,616)
         Stepped lease rentals                                                   13,720                   33,942

      Changes in assets and liabilities:
         Other assets                                                           (13,317)                 (57,212)
         Interest receivable - mortgage loans                                   (98,699)                 (23,431)
         Accounts payable and accrued expenses                                  (88,404)                  36,258
         Other liabilities                                                     (302,500)                 302,500
         Due to affiliates                                                      (32,045)                 (10,720)
                                                                  ----------------------   ----------------------

Net cash provided by operating activities                                       879,749                1,796,011
                                                                  ----------------------   ----------------------

Cash Flows from Investing Activities:

      Satisfaction of mortgage loan                                           3,792,159                        -
      Mortgage loan repayments received                                          65,389                   92,626
      Additions to real estate                                               (1,289,092)                 (23,702)
      Loan origination fees received                                                  -                   31,872
                                                                  ----------------------   ----------------------

Net cash provided by investing activities                                     2,568,456                  100,796
                                                                  ----------------------   ----------------------

Cash Flows from Financing Activities:

      Distributions to partners                                              (5,748,343)              (2,472,062)
                                                                  ----------------------   ----------------------

Cash used in financing activities                                            (5,748,343)              (2,472,062)
                                                                  ----------------------   ----------------------

Net decrease in cash and cash equivalents                                    (2,300,138)                (575,255)

Cash and cash equivalents, beginning of period                                4,226,731                4,801,986
                                                                  ----------------------   ----------------------

Cash and cash equivalents, end of period                          $           1,926,593    $           4,226,731
                                                                  ======================   ======================
</TABLE>




                                       14
<PAGE>


                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------




1.       ORGANIZATION

Resources Pension Shares 5. L.P., a Delaware limited partnership (the
"Partnership"), was formed under the Delaware Revised Uniform Limited
Partnership Act on February 11, 1986 for the purpose of investing primarily in
participating mortgage loans and, to a lesser extent, land sale-leaseback
transactions on improved, income-producing real estate. The Partnership will
terminate on December 21, 2010, or sooner, in accordance with the terms of the
Amended and Restated Agreement of Limited Partnership (the "Partnership
Agreement").

The Partnership registered 16,000,000 units of limited partnership interests at
$10 per unit with the Securities and Exchange Commission, 6,000,000 of which
were for the Partnership's Reinvestment Plan. On February 12, 1988, the
Partnership terminated its offering of limited partnership units having raised
$56,907,425 from approximately 5,800 investors (including $699,565 from limited
partnership units issued pursuant to the Reinvestment Plan). After the payment
of a nonaccountable expense reimbursement to the "Administrative General
Partner", the Partnership had approximately $54,238,000, including evaluation
and acquisition fees paid or payable to the Administrative General Partner,
available for investment and reserves.

Limited partners' units were issued at a stated value of $10 per unit. A total
of 5,690,843 units of limited partnership were issued, including 100 units to
the initial limited partner, for an aggregate capital contribution of
$56,908,426. The general partners collectively contributed $1,000 to the
Partnership.

Resources Pension Advisory Corp., (the "Investment General Partner"), Resources
Capital Corp., (the "Administrative General Partner") and Presidio AGP Corp.,
(the "Associate General Partner") (collectively referred to as the "General
Partners") are controlled by NorthStar Capital Investment Corp. ("NorthStar"), a
Maryland corporation. The Administrative General Partner is also a general
partner in several other limited partnerships which are also affiliated with
NorthStar and which are engaged in business that are, or may be in the future,
in direct competition with the Partnership.

 On October 21, 1999, Presidio Capital Corp. ("Presidio"), an affiliate of
NorthStar, entered into a Service Agreement with AP-PCC III, L.P. (the "Agent")
pursuant to which the Agent was retained and is compensated by Presidio to
provide asset management and investor relation services to the Partnership and
other entities affiliated with the Partnership.

As a result of this agreement, the Agent has the duty to direct the day to day
affairs of the Partnership, including, without limitation, reviewing and
analyzing potential sale, financing or restructuring proposals regarding the
Partnership's assets, preparation of all Partnership reports, maintaining
Partnership records and maintaining bank accounts of the Partnership. The Agent
is not permitted, however, without the consent of Presidio, or as otherwise
required under the terms of the Partnership Agreement to, among other things,
cause the Partnership to sell or acquire an asset or file for bankruptcy. The
General Partner does not believe that this transaction will have a material
effect on the operations of the Partnership.

In accordance with the Partnership Agreement, net income and loss, adjusted cash
from operations and disposition proceeds are allocated 99% to the limited
partners and 1% to the General Partners.



                                       15
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES


Investments in mortgage loans

The Partnership accounts for its investments in mortgage loans under the
following methods:


Investment method

Mortgage loans representing transactions in which the Partnership is considered
to have substantially the same risks and potential rewards as the borrower are
accounted for as investments in real estate rather than as loans. Although the
transactions are structured as loans, due to the terms of the deferred interest
portion of the mortgage loan, it is not readily determinable at inception that
the borrower will continue to maintain a minimum investment in the property.
Under this method of accounting, the Partnership recognizes as revenue the
lesser of the amount of interest as contractually provided for in the mortgage
loan, or the pro rata share of the actual cash flow from operations of the
underlying property inclusive of depreciation and interest expense on any senior
indebtedness.


Interest method

Under this method of accounting, the Partnership recognizes revenue as interest
income over the term of the mortgage loan so as to produce a constant periodic
rate of return. Interest income is not recognized as revenue during periods
where there are concerns about the ultimate realization of the interest or the
loan principal.


Loan origination and acquisition fees

Fees received and costs associated with the funding of mortgage loans are
included in investments in mortgage loans and amortized over the term of the
mortgage. Amortization is included in interest income.


Allowance for loan losses

A provision for loan losses is established based upon a periodic review of each
of the mortgage loans in the Partnership's portfolio. In performing this review,
management considers the estimated net realizable value of the mortgage loan or
collateral as well as other factors, such as the current occupancy, the amount
and status of any senior debt, the prospects for the property and the economic
situation in the region where the property is located. Because this
determination of net realizable value is based upon projections of future
economic events which are inherently subjective, the amounts ultimately realized
at disposition may differ materially from the carrying value at each year end.
Accordingly, the Partnership may provide additional losses in subsequent years
and such provisions could be material.


Write-down for impairment

The Partnership provides write-downs for impairment based upon a periodic review
of the real estate in its portfolio. Real estate property is carried at the
lower of depreciated cost or estimated fair value. In performing this review,
management considers the estimated fair value of the property based upon the
undiscounted future cash flows, as well as other factors, such as the current
occupancy, the prospects for the property and the economic situation in the
region where the property is located. Because this determination of estimated
fair value is based upon projections of future economic events which are
inherently subjective, the amount ultimately realized at disposition may differ
materially from the carrying value at each year end. Accordingly, the
Partnership may record additional write-downs in subsequent years and such
write-downs could be material.



                                       16
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Depreciation

Depreciation on properties acquired by the Partnership as a result of a loan
default is computed using the straight-line method over the useful life of the
property, which is estimated to be 40 years. The initial cost of property
represents the lower of the loan principal or the fair market value of the
property at the time of acquisition. Repairs and maintenance are charged to
operation as incurred.


Cash and Cash Equivalents

For the purpose of the statements of cash flows, the Partnership considers all
short-term investments which have original maturities of three months or less to
be cash equivalents. Principally all of the Partnership's cash and cash
equivalents are held at one financial institution.


Fair Value of Financial Instruments

The fair value of financial instruments is determined by reference to market
data and other valuation techniques as appropriate. The Partnership's financial
instruments include cash and cash equivalents and investments in mortgage loans.
Unless otherwise disclosed, the fair value of financial instruments approximates
their recorded value.


Net income and distributions per unit of limited partnership interest

Net income and distribution per unit of limited partnership interest are
computed based upon the number of outstanding units (5,690,843) for the year.


Income Taxes

No provisions have been made for federal, state and local income taxes, since
they are the personal responsibility of the partners.

The income tax returns of the Partnership are subject to examination by federal,
state and local taxing authorities. Such examinations could result in
adjustments to the Partnership's income or loss, which could affect the tax
liability of the individual partners.


Estimates

The preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosures of contingent assets and liabilities at the date of
the financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.



                                       17
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------


2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)


Recently Issued Accounting Standards

The Financial Accounting Standards Board ("FASB") issued the Statement of
Financial Accounting Standards ("SFAS") No. 133, "Accounting for Derivative
Instruments and Hedging Activities" and SFAS No. 138, "Accounting for Certain
Derivative Instruments and Certain Hedging Activities - an amendment of SFAS No.
133." These statements require companies to recognize all derivatives on the
balance sheet as assets or liabilities, measured at fair value. Gains or losses
resulting from changes in the values of those derivatives would be accounted for
depending on the use of the derivative and whether they qualify for hedge
accounting. These statements were effective for fiscal years beginning after
June 15, 2000. There was no effect from these statements on the Partnership's
financial statements.

In July 2001, the FASB issued SFAS No. 141 "Business Combinations". SFAS No. 141
requires that all business combinations be accounted for under the purchase
method of accounting. SFAS No. 141 also changes the criteria for the separate
recognition of intangible assets acquired in a business combination. SFAS No.
141 is effective for all business combinations initiated after June 30, 2001.
This statement will not affect the Partnership's financial statements.

In July 2001, the FASB issued SFAS No. 142 "Goodwill and Other Intangible
Assets". SFAS No. 142 addresses accounting and reporting for intangible assets
acquired, except for those acquired in a business combination. SFAS No. 142
presumes that goodwill and certain intangible assets have indefinite useful
lives. Accordingly, goodwill and certain intangibles will not be amortized but
will rather be tested at least annually for impairment. SFAS No. 142 also
addresses accounting and reporting for goodwill and other intangible assets
subsequent to their acquisition. SFAS No. 142 is effective for fiscal years
beginning after December 15, 2001. This statement will not have a material
effect on the Partnership's financial statements.

In August 2001, the FASB issued SFAS No. 144, "Accounting for the Impairment or
Disposal of Long-Lived Assets," which addresses financial accounting and
reporting for the impairment or disposal of long-lived assets. This statement
supersedes SFAS No. 121, "Accounting for the Impairment of Long-Lived Assets and
for Long-Lived Assets to be Disposed Of" and the accounting and reporting
provisions of APB Opinion No. 30, "Reporting the Results of Operations
-Reporting the Effects of a Disposal of a Business and Extraordinary, Unusual
and Infrequently Occurring Events and Transactions," for the disposal of a
segment of a business. This Statement also amends ARB No. 51, "Consolidated
Financial Statements," to eliminate the exception to consolidation for a
subsidiary for which control is likely to be temporary. SFAS No. 144 is
effective for fiscal years beginning after December 15, 2001, and interim
periods within those fiscal years. The provisions of this Statement generally
are to be applied prospectively. The Partnership does not expect that this
statement will have a material effect on the Partnership's results of
operations.


3. CONFLICTS OF INTEREST AND TRANSACTION WITH RELATED PARTIES

For management of the affairs of the Partnership, the Administrative General
Partner is entitled to receive a management fee equal to 1.75% of the average
month-end net asset value of the Partnership. For the years ended December 31,
2001 and 2000, the Administrative General Partner earned $337,320 and $437,282,
respectively, for its management services.

For the servicing of mortgage loans made by the Partnership, the Investment
General Partner is entitled to receive a mortgage servicing fee of 1/4 of 1% per
annum of the principal balances loaned. During the years ended December 31, 2001
and 2000, the Investment General Partner earned $23,712 and $31,030,
respectively, in mortgage servicing fees.



                                       18
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------


3. CONFLICTS OF INTEREST AND TRANSACTION WITH RELATED PARTIES (CONTINUED)

At December 31, 2001 and 2000, the amounts due to the General Partners, with
respect to management services and mortgage servicing fees, were $71,035 and
$103,080, respectively.

The Partnership had entered into a supervisory management agreement with an
unaffiliated management company to perform certain functions relating to
supervising the management of the Groton, Connecticut property. As such, the
unaffiliated management company was entitled to receive as compensation for its
supervisory management services the greater of 6% of annual gross revenues from
the Groton, Connecticut property when leasing services are performed or 3% of
gross revenue when no leasing services are performed. Since February 1, 2000,
property management services have been performed by Kestrel Management, L.P.
("Kestrel"), an affiliate of the Agent.

Management fees earned by Kestrel amounted to $30,110 and $26,687 for the years
ended December 31, 2001 and 2000, respectively. Management fees earned by the
unaffiliated management company amounted to $4,000 for the year ended December
31, 2000.

As of December 31, 2001, affiliates of Presidio own 1,949,694 limited
partnership units of the Partnership. These units represent approximately 34.27%
of the issued and outstanding limited partnership units. Affiliates of the
General Partners received approximately $1,950,000 and $638,000 of the
distributions made to the limited partners for the years ended December 31, 2001
and 2000, respectively.

The General Partners collectively are allocated 1% of net income, loss and cash
flow distributions of the Partnership. Such amounts allocated or distributed to
the General Partners are apportioned .98% to the Administrative General Partner,
..01 % to the Investment General Partner and .01 % to the Associate General
Partner. During the years ended December 31, 2001 and 2000, the General Partners
collectively received $57,500 and $25,000, respectively, in distributions.


4. INVESTMENTS IN MORTGAGE LOANS

As of December 31, 2001, the Partnership had two outstanding first mortgage
loans representing an aggregate mortgage amount advanced of $8,700,000. During
2001, the Partnership was repaid the remaining balance on its Lionmark Corporate
Center loan.

A discussion of these events, as well as a description of the Partnership's
other mortgage investments is described below.


Buena Park Landowners Loan

In August 1988, the Partnership funded a first mortgage loan in the principal
amount of $2,200,000 at an annual interest rate of 10%. The loan is secured by a
Lucky Supermarket located in Buena Park, California. The loan is interest only
and was scheduled to mature in May 2005. The Partnership recently exercised its
right to accelerate the maturity date of the loan. As a result, the loan is now
due on April 1, 2002.




                                       19
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------


4. INVESTMENTS IN MORTGAGE LOANS (CONTINUED)


Oliveye Loan

On October 31, 1997, the Partnership funded a first mortgage loan to Oliveye
Hotel Limited Partnership in the principal amount of $6,500,000. The loan had an
annual interest rate of 11% and was payable monthly. The loan is secured by the
Crowne Plaza Hotel located in Cincinnati, Ohio and was scheduled to mature in
October 2000. The mortgage was extended to October 2001 with interest at 12% per
annum and monthly payments of $68,450. The Partnership is in negotiations to
further extend the maturity date to May 1, 2003. The Partnership received a loan
origination fee of $31,872 related to the 2000 extension. In addition, the
borrower placed in escrow a deed which will be released to the Partnership
should the borrower default.


Lionmark Corporate Center Loan

On June 15, 1993, the Partnership funded a first mortgage loan in the principal
amount of $4,000,000 at an annual interest rate of 8.5%, payable in monthly
installments of principal and interest (based on a 35-year amortization
schedule). The loan was for a ten-year period. The loan was prepaid by the
mortgagor on May 31, 2001 at its carrying value.

Information with respect to the Partnership's investments in mortgage loans is
summarized below:

<TABLE>
<CAPTION>
                                                                                      Interest            (1)             (1)
                             Interest      Interest                    Mortgage      Recognized    Carrying Value    Carrying Value
                               Rate          Rate       Maturity        Amount        Dec. 31,        Dec. 31,          Dec. 31,
                             Current %     Accrued %      Date         Advanced         2001            2001              2000
                            ------------  ------------ -----------  --------------  -------------  --------------  -----------------
<S>                         <C>           <C>          <C>           <C>           <C>              <C>             <C>
     Description
     -----------
     Shopping Center
     ---------------
     Lucky Supermarket
       Buena Park, CA (3)   8.41-10.00      1.82-0      May 2005     $  2,200,000    $  273,978     $  2,218,084     $ 2,223,377

     Hotel
     -----
     Crowne Plaza Hotel
        Cincinnati, OH (2)       12.00           -      Oct. 2001       6,500,000       786,989        6,319,366       6,343,442
                                                          (4)

     Office Building
     ---------------
     Lionmark Corp. Ctr.
        Columbus, OH (5)         8.5             -      June 2003       4,000,000        134,766               -        3,806,912
                                                                     ------------     ----------     -----------      -----------
                                                                     $ 12,700,000     $1,195,733     $ 8,537,450      $12,373,731
                                                                     ============     ==========     ===========      ===========
</TABLE>


      1. The carrying values of the above mortgage loans are inclusive of
         acquisition fees, accrued interest recognized and loan origination
         fees.
      2. This loan is accounted for under the interest method. The contractual
         balance is equal to the carrying  value at December 31, 2001.
      3. This loan is accounted for under the investment method. The contractual
         balance on this loan is $2,531,956 at December 31, 2001. The
         contractual balance represents the original mortgage amount advanced
         plus accrued interest calculated in accordance with the loan agreement.
      4. The Partnership and borrower are currently in negotiations to extend
         the loan until May 1, 2003.
      5. The loan was prepaid by the mortgagor on May 31, 2001.


                                       20
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------


4.       INVESTMENTS IN MORTGAGE LOANS (CONTINUED)

A summary of mortgage activity is as follows:

<TABLE>
<CAPTION>

                                                             Investment Method            Interest
                                                                                           Method                  Total
                                                            --------------------     -------------------    --------------------
<S>                                                         <C>                      <C>                    <C>
        Balance, January 1, 2000                            $         2,228,670      $       10,237,943      $       12,466,613
             Interest recognized                                        221,539               1,081,457               1,302,996
             Amortization of loan principal                                   -                 (92,626)                (92,626)
             Cash received inclusive of
                current interest accruals                              (226,832)             (1,076,420)             (1,303,252)
                                                            --------------------     -------------------    --------------------

        Balance, December 31, 2000                                    2,223,377              10,150,354              12,373,731
             Interest recognized                                        273,978                 921,755               1,195,733
             Amortization of loan principal                                   -                 (65,389)                (65,389)
             Cash received inclusive of
                 current interest accruals                             (279,271)             (4,687,354)             (4,966,625)
                                                            --------------------     -------------------    --------------------

        Balance, December 31, 2001                          $         2,218,084      $        6,319,366      $        8,537,450
                                                            ====================     ===================    =====================
</TABLE>

5.       REAL ESTATE

  The following table is a summary of the Partnership's real estate:

<TABLE>
<CAPTION>
                                                                      December 31,                    December 31,
                                                                          2001                            2000
                                                              ------------------------------   ---------------------------
<S>                                                           <C>                              <C>
              Land                                            $             2,460,000          $          2,460,000
              Building and improvements                                     9,403,746                     8,114,654
                                                              --------------------------       ---------------------------
                                                                           11,863,746                    10,574,654

              Less: accumulated depreciation                               (1,621,439)                   (1,405,338)
              Less: impairment reserve                                     (4,680,933)                   (4,680,933)
                                                              --------------------------       ---------------------------
                                                              $             5,561,374          $          4,488,383
                                                              ==========================       ===========================
</TABLE>

Landover, Maryland

On December 21, 1992, the Partnership foreclosed on the property securing the
Garfinkel's loan. At the foreclosure sale, the Partnership acquired the property
for a bid of $3,200,000. In addition, in June 1993 the Partnership paid $84,404
for costs associated with the foreclosure. Such costs have been capitalized as
real estate assets and had been depreciated over the estimated useful life of
the property.

                                       21

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------

5.       REAL ESTATE (CONTINUED)

The Garfinkel's property has been vacant since the foreclosure by the
Partnership. Based upon the continued vacancy and the Partnership's inability to
lease or sell the property as well as potential costs to upgrade the property
into condition to sell, during 1999 the Partnership recorded a provision for
impairment in the amount of $2,379,330, which represented the entire carrying
value of the property.

The Partnership paid real estate taxes for this property during the years ended
December 31, 2001 and 2000, in the amounts of $43,260 and $39,063, respectively.
Such amounts are included in operating expenses-real estate in the statements of
operations.

Groton, Connecticut

The Groton loan, in the original principal amount of $8,000,000, was
collateralized by a shopping center in Groton, Connecticut. On September 20,
1991, Groton Associates, the borrower, filed a voluntary petition for
reorganization pursuant to the provisions of Chapter 11 of the United States
Bankruptcy Code.

The Partnership obtained an order from the Bankruptcy Court on July 27, 1993
permitting it to proceed with a foreclosure against the property and directing
Groton Associates to turn over all cash collateral and provide an accounting for
rents. In addition, beginning with the rents due on August 1, 1993, the
Partnership began to collect rents directly. The Partnership commenced a
foreclosure action in Connecticut and on December 9, 1993 foreclosed on the
shopping center.

At the foreclosure, the estimated net realizable value of the shopping center
was determined to be $6,500,000 based on the third party appraisal of the
shopping center previously received by the Partnership. All reserves previously
recorded on the loan were written off after the foreclosure and the remaining
balance of $6,500,000 was transferred to real estate on the Partnership's
balance sheet.

At the time of foreclosure, occupancy at the shopping center was approximately
82%. The anticipated lease-up of the vacant space has not occurred as of
December 31, 2001 resulting in lower than anticipated net operating income.

6.       DEFERRED LEASE TERMINATION FEE

On December 29, 2000, the Partnership received a lease termination payment from
a tenant at its Groton, Connecticut property. This payment was deferred in 2000
and recorded as income in 2001 for financial statement purposes.

                                       22

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------


7.       FUTURE MINIMUM RENTAL INCOME

Approximate future minimum rental payments, excluding operating escalations and
other charges, due from tenants pursuant to the terms of existing noncancelable
leases as of December 31, 2001 are as follows:

<TABLE>
<S>                                                                 <C>
                     Year ending December 31,
                     2002                                           $       703,075
                     2003                                                   662,725
                     2004                                                   576,125
                     2005                                                   496,150
                     2006                                                   439,129
                     Thereafter                                           1,449,480
                                                                    ----------------
                     Total                                          $     4,326,684
                                                                    ================
</TABLE>

The leases generally provide for minimum rent, and additional rent based on each
tenant's gross sales, as well as reimbursement of operating expenses over base
year amounts.

8.       RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
         TO TAX BASIS

<TABLE>
<CAPTION>
                                                                                           Years Ended December 31,
                                                                                   -----------------------------------------
                                                                                          2001                  2000
                                                                                   -------------------   -------------------
<S>                                                                                <C>                   <C>

       Net income per financial statements                                         $        1,190,248    $        1,378,971

       Difference in income recognized on
          mortgage investments                                                                 16,778                15,325

       Income recognized for tax purposes which
          was deferred until future years for
          financial statement                                                                (302,500)              302,500

       Financial statement tax depreciation in excess
          of tax depreciation                                                                 (22,773)              (72,890)
                                                                                   -------------------   -------------------

       Net income per tax basis                                                    $          881,753    $        1,623,906
                                                                                   ===================   ===================
</TABLE>

                                       23
<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.
                        --------------------------------

                          NOTES TO FINANCIAL STATEMENTS
                          -----------------------------

                           DECEMBER 31, 2001 AND 2000
                           --------------------------

8.       RECONCILIATION OF NET INCOME AND NET ASSETS PER FINANCIAL STATEMENTS
         TO TAX BASIS (CONTINUED)

The difference between the Partnership's net assets per financial statements to
the tax basis of accounting are as follows:

<TABLE>
<CAPTION>
                                                                                         December 31,
                                                                                  2001                   2000
                                                                            -----------------       ----------------
<S>                                                                      <C>                    <C>
      Net assets per financial statements                                $        16,235,498     $       20,793,593
      Deferred interest receivable                                                   281,306                265,401
      Acquisition and origination fees                                                (2,776)                (3,649)
      Allowance for impairments                                                    4,239,330              4,239,330
      Syndication costs                                                            2,669,697              2,669,697
      Cumulative tax depreciation in excess of financial statement                  (223,075)              (200,302)
      depreciation
      Deferred revenue                                                                     -                302,500
                                                                            -----------------       ----------------
      Net assets per tax basis                                           $        23,199,980     $       28,066,570
                                                                            =================       ================
</TABLE>



                                       24


<PAGE>



ITEM 8.           CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING
                  AND FINANCIAL DISCLOSURE

Effective July 28,2000, the Registrant dismissed its prior Independent Auditors,
Hays & Company (the "Prior Auditors"). Hays & Company's auditors' report on the
balance sheets of the Registrant as of and for years ended December 31, 1999 and
1998, and the related statements of operations, partner's equity and cash flows
for each of the three years in the period ended December 31, 1999, did not
contain an adverse opinion or a disclaimer of opinion, and were not qualified or
modified as to uncertainty, audit scope, or accounting principles. The decision
to change Independent Auditors was approved by the Registrant's managing general
partner's directors. During calendar year ended 1998 and 1999 and through July
28, 2000, there were no disagreements between the Registrant and the Prior
Auditors on any matter of accounting principles or practices, financial
statement disclosure, or auditing scope of procedure which disagreements if not
resolved to the satisfaction of the Prior Auditors.

Effective October 25, 2000, the Registrant engaged Imowitz Koenig & Co.,
LLP. as its Independent Auditors. The Registrant did not consult Imowitz Koenig
& Co., LLP. regarding any of the matters or events set forth in Item 304(a)(2)
of Regulation S-K prior to October 25, 2000.


                                       25

<PAGE>


PART III


ITEM 9.  DIRECTORS AND EXECUTIVE OFFICERS OF REGISTRANT

Registrant has no officers or directors. The Administrative General Partner
manages and controls substantially all of Registrant's affairs and has general
responsibility and ultimate authority in all matters affecting its business. The
officers and directors of the Associate General Partner and the Investment
General Partner, in their respective capacities as such, do not devote any
material amount of their business time and attention to Registrant's affairs.
The names and positions held by the officers and directors of the Administrative
General Partner at March 1, 2002 are described below. The officers and directors
of the Associate General Partner and the Investment General Partner are the same
as the officers and directors of the Administrative General Partner.

<TABLE>
<CAPTION>

                                                                                              Has Served as
                                                  Position Held with the                 Has Served as a Director
Name                                             Managing General Partner                    or Officer Since
----                                             ------------------------                ------------------------
<S>                                   <C>                                                    <C>
Michael L. Ashner                     President and Director                                      10-99

David G. King, Jr.                    Vice President                                              11-97

Peter Braverman                       Vice President                                              10-99

Lara K. Sweeney                       Vice President and Secretary                                10-99

Carolyn Tiffany                       Vice President and Treasurer                                10-99
</TABLE>

         Michael L. Ashner, age 49, has been the Chief Executive Officer of
Winthrop Financial Associates, A Limited Partnership ("WFA") since January 15,
1996. From June 1994 until January 1996, Mr. Ashner was a Director, President
and Co-chairman of National Property Investors, Inc., a real estate investment
company "NPI"). Mr. Ashner was also a Director and executive officer of NPI
Property Management Corporation ("NPI  Management") from April 1984 until
January 1996. In addition, since 1981 Mr. Ashner has been President of Exeter
Capital Corporation, a firm that has organized and administered real estate
limited partnerships. Mr.Ashner also currently serves as a Director of
Nexthealth Corp., Great Bay Hotel and Casino Inc., Burnham Pacific Properties,
Inc. and NBTY, Inc.

         David G. King, Jr., 39, has been a Vice President and Assistant
Treasurer of NorthStar Capital Investment Corp. since November 1997. He is also
a Vice President of the General Partner. For more than the previous five years
he was a Senior Vice President of Finance at Olympia & York Companies (USA).

         Peter Braverman, age 50, has been a Vice President of WFA since January
1996. From June 1995 until January 1996, Mr. Braverman was a Vice President of
NPI and NPI Management. From June 1991 until March 1994, Mr. Braverman was
President of the Braverman Group, a firm specializing in management consulting
for the real estate and construction industries.

         Lara K. Sweeney, age 29, has been a Senior Vice President of WFA since
January 1996. Prior to joining WFA, Ms. Sweeney was an officer of NPI and NPI
Management in the asset management and investor relations departments.

         Carolyn Tiffany, age 35, has been employed with WFA since January 1993.
From 1993 to September 1995, Ms. Tiffany was a Senior Analyst and Associate in
WFA's accounting and asset management departments. From October 1995 to present
Ms. Tiffany was a Vice President in the asset management and investor relations
departments of WFA until December 1997, at which time she became the Chief
Operating Officer of WFA.

                                       26
<PAGE>

Each director and officer of the General Partner will hold office until the next
annual meeting of stockholders of the General Partner and until his successor is
elected and qualified.

In addition, each of the foregoing officers and directors other than Mr. King
hold similar positions with Newkirk MLP Corp., GFB-AS Manager Corp. and Winthrop
Financial Associates, entities that through one or more subsidiaries manage over
200 limited partnerships that hold title to real property including, commercial
properties, residential properties and assisted living facilities.

There are no family relationships among the officers and directors of the
General Partners.

ITEM 10. EXECUTIVE COMPENSATION

Registrant is not required to and did not pay remuneration to the executive
officers and directors of the Administrative General Partner, the Investment
General Partner or the former Associate General Partner. Certain officers and
directors of the Investment General Partner and the Administrative General
Partner receive compensation from NorthStar or its affiliates (but not from
Registrant) for services performed for various affiliated entities, which may
include services performed for Registrant; however, the Administrative and
Investment General Partners believe that any compensation attributable to
services performed for Registrant is not material. See Item 12, "Certain
Relationships and Related Transactions."


ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT

         (a)  Security Ownership of Certain Beneficial Owners.

         Except as set forth below, no person or group is known by the
Registrant to be the beneficial owner of more than 5% of the outstanding Units
at March 1, 2002:

<TABLE>
<CAPTION>
                                                      Number of
         Name of Beneficial Owner                    Units owned                % of Class
         ------------------------                    -----------               -----------
          <S>                                          <C>                       <C>
         Bighorn Associates I, LLC(1)                   3,352                       <1%
         Bighorn Associates II, LLC(1)                472,430                     8.30%
         Presidio Partnership II Corp.(2)             552,506                     9.71%
         Presidio Capital Investment Company LLC(2)    69,732                     1.23%
         Presidio RPS Acquisition Corp.(2)            860,751                    15.13%
</TABLE>

(1)      The principal business address of Bighorn Associates I, LLC and Bighorn
         Associates II, LLC is 7 Bulfinch Place, Suite 500, Boston,
         Massachusetts 02114.

(2)      The principal business address of Presidio Partnership II Corp.,
         Presidio Capital Investment Company LLC and Presidio RPD Acquisition
         Corp., all of which are affiliates of the General Partners, is 527
         Madison Avenue, New York, New York 10022.

         (b)  Security Ownership of Management.

         Affiliates of the General Partners own a total of 1,958,771 Units
representing approximately 34.42% of the total outstanding Units. Neither the
General Partners nor their respective officers and directors own any Units.

                                       27
<PAGE>


         (c)  Changes in Control.

         There exists no arrangement known to the Registrant the operation of
which may at a subsequent date result in a change in control of the Registrant.

ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During Registrant's fiscal year ended December 31, 2001, the General Partners
have earned or received compensation or payments for services from Registrant as
follows:

<TABLE>
<CAPTION>
         NAME OF RECIPIENT                          CAPACITY IN WHICH SERVED                 COMPENSATION
<S>                                              <C>                                         <C>
Resources Capital Corp. (3)                      Administrative General Partner               $337,320 (1)
Resources Pension Advisory Corp. (3)             Investment General Partner                   $23.712 (2)
Presidio AGP Corp. (3)                           Associate General Partner                    $        -
</TABLE>

(1)   This amount represents a fee for managing affairs of Registrant.

(2)   This amount represents a fee for servicing the mortgage loan portfolio of
      Registrant.

(3)   Pursuant to Registrant's Partnership Agreement, for the year ended
      December 31, 2001, the General Partners were allocated taxable income as
      follows: $8,641 to the Administrative General Partner and $89 to each of
      the Investment and Associate General Partners.


ITEM 13. EXHIBITS, LIST AND REPORTS ON FORM 8-K

  (a)  Exhibits:

         The Exhibits listed on the accompanying Index to Exhibits are filed as
part of this Annual Report and incorporated in this Annual Report as set forth
in said Index.

  (b)  Reports on Form 8-K

             None



                                       28
<PAGE>


                                   SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange
Act of 1934, Registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized on the 27th day of March, 2002.


RESOURCES PENSION SHARES 5, L.P.


By:      RESOURCES CAPITAL CORP.
         Administrative General Partner

By:      /s/ Michael L. Ashner                                    March 27, 2002
         ---------------------------
         Michael L. Ashner
         President


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
has been signed below by the following persons on behalf of Registrant in their
capacities as directors and/or officers (with respect to the Administrative and
Investment General Partners) on the date indicated below.


<TABLE>
<CAPTION>
       SIGNATURE                                 TITLE                                        DATE
       ---------                                 -----                                        ----
<S>                                         <C>                                         <C>

/s/ Michael L. Ashner                       Director and President                      March 27, 2002
---------------------------
Michael L. Ashner



/s/ Carolyn Tiffany                         Vice President and Treasurer                March 27, 2002
---------------------------
Carolyn Tiffany

</TABLE>



                                       29
<PAGE>


                                  EXHIBIT INDEX
<TABLE>
<CAPTION>
                                                                                       PAGE
EXHIBITS                                                                              NUMBER
--------                                                                              ------
<S>                                                                                   <C>
3        Amended and Restated Certificate of Limited Partnership and Partnership
         Agreement, incorporated by reference to Exhibit A to Registrant's
         Prospectus dated May 15, 1986, filed pursuant to Rule 424(b) under the
         Securities Act of 1933 (File No. 33-3572).

10(a)    Services Agreement incorporated by reference to Exhibit 10B to
         Registrant's Registration Statement (No. 33-3572).

10(b)    Agreement with Associate General Partner incorporated by reference to
         Exhibit 10C to Registrant's Registration Statement (No. 33-3572).

10(c)    Supervisory Management Agreement dated as of December 9, 1993 between
         Registrant and Resources Supervisory Management Corporation
         incorporated by reference to Registrant's Annual Report on Form 10-K
         for the year ended December 31, 1993.

10(d)    Mortgage Note between M G Medford Limited Partnership and Tokyo Leasing
         (U.S.A.) Inc. dated as of April 22, 1993, purchased by Registrant on
         July 12, 1995.

10(e)    Negotiable Promissory Note between DVL, Inc. and Registrant, dated
         February 28, 1997.

10(f)    Loan Agreement between Oliveye Hotel Limited Partnership and
         Registrant, dated October 31, 1997.

16.      Letter dated July 31, 2000 from Hays & Company incorporated by
         reference to the Exhibit 16 to Registrant's Current Report on Form 8-K
         dated July 28, 2000)
</TABLE>


                                       30