UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             WASHINGTON, D.C. 20549

                                    FORM 10-K

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

For the Fiscal Year Ended                                        Commission File
December 31, 2000                                                Number 0-15690

                        RESOURCES PENSION SHARES 5, L.P.
             (Exact name of registrant as specified in its charter)

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

5 Cambridge Center 9th Floor, Cambridge, MA                         02142
-------------------------------------------                  -------------------
 (Address of principal executive offices)                         (Zip Code)

Registrant's telephone number, including area code               617-234-3000
                                                             -------------------

          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

     Indicate by check mark whether 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 and (2) has been subject to such filing
requirements for the past 90 days.

                                    YES        NO  X
                                        -----    -----

     There is no public market for the Limited Partnership Units. Accordingly,
information with respect to the aggregate market value of Limited Partnership
Units held by non-affiliates of Registrant has not been supplied.

     Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K 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-K or any amendment to this
Form 10-K [X].

                       Documents Incorporated by Reference
                       -----------------------------------
                                      None

                                           Exhibit Index is set forth on page 39

<PAGE>


PART I

ITEM 1. 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 wholly
owned subsidiaries of Presidio Capital Corporation, a British Virgin Islands
corporation ("Presidio"). 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. Through November 2, 1994, the
Administrative General Partner and the Investment General Partner were wholly
owned subsidiaries of Integrated Resources, Inc. ("Integrated"). On November 3,
1994, as a result of the consummation of the reorganization plan relating to
Integrated's bankruptcy, indirect ownership of the Managing General Partner and
the Corporate General Partner was purchased by Presidio. Further, on February
28, 1995, the Associate General Partner replaced Richard Ader as the associate
general partner of Registrant. As a result, all of the General Partners became
ultimately wholly owned by Presidio. NorthStar Capital Investment Corp., a
Maryland corporation ("NorthStar"), controls Presidio.

Presidio previously retained Wexford Management LLC ("Wexford") to provide
consulting and administrative services to Presidio and its affiliates, including
the General Partners and Registrant. The agreement with Wexford expired on May
3, 1998 at which time Presidio entered into a management agreement with
NorthStar Presidio Management Company, LLC ("NorthStar Presidio"). Under the
terms of the management agreement, NorthStar Presidio provided the day-to-day
management of Presidio and its direct and indirect subsidiaries and affiliates.

On October 21, 1999, Presidio 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.

                                       2

<PAGE>

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 Presidio, 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.

MORTGAGE INVESTMENTS OF REGISTRANT

As of March 1, 2001, Registrant had investments in three first mortgage loans in
the original aggregate amount of $12,700,000. The following table sets forth, as
of December 31, 2000, the outstanding mortgage loan investments made by
Registrant:

<TABLE>
<CAPTION>

                                                     Mortgage loans as of December 31, 2000
                               ------------------------------------------------------------------------------
                                              Original                                                Current
                                              Mortgage         Carrying        Date     Maturity     Interest
                               Sq. Ft.         Amount           Value         Funded      Date         Rate
                               -------       ----------       ----------      ------    --------     --------
<S>                             <C>         <C>              <C>              <C>         <C>        <C>   <C>
Shopping Center
---------------
Lucky Supermarket
Buena Park, California          47,000      $ 2,200,000      $ 2,223,377      5/88        5/05       10.0% (1)

Hotel
-----
Crowne Plaza Hotel
Cincinnati, Ohio(2)            200,000      $ 6,500,000      $ 6,343,442      10/97      10/01       12.0%

Office Building
---------------
Lionmark Corporate Ctr.
Columbus, Ohio(3)               79,415      $ 4,000,000      $ 3,806,912      6/93        6/03       8.5%
                                            -----------      -----------
                                            $12,700,000      $12,373,731
                                            ===========      ===========
</TABLE>

(1)  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.

(2)  Maturity date was extended from October 2000 to October 2001. In connection
     with the 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.

(3)  Borrower has informed Registrant that it will be satisfying the loan on May
     15, 2001.

                                       3

<PAGE>

For additional information regarding Registrant's mortgage investments see Item
7 "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and Item 8 "Financial Statements and Supplementary Data" Note 4.

RECENT MORTGAGE TRANSACTIONS

     Bank of California, Seattle Loan - Gum Loong Limited Partnership ("Gum
Loong"), the obligor under the Registrant's Bank of California Loan in the
original principal amount of $8,500,000 ("Wrap Loan") filed for bankruptcy in
1994. The loan was secured by, among other things, the interest of Gum Loong in
land (the "Land") located in downtown Seattle, Washington. The building situated
on the Land was commonly known as the Bank of California Building (the
"Building").

     In June 1998, the Bankruptcy Court approved settlement of the Wrap Loan in
its entirety. At that time, the net carrying value of the Wrap Loan on
Registrant's books was $8,500,000. Registrant received the full contractual
amount of $16,955,560, of which $8,500,000 was applied towards principal and
$8,455,560 applied to interest income.

     DVL Negotiable Promissory Note - On February 28, 1997, Registrant funded a
Negotiable Promissory Note (the "Note") to DVL, Inc. ("DVL") in the principal
amount of $2,000,000 at an annual interest rate of 12% with interest payable
monthly. In addition, Registrant was entitled to receive payments equal to DVL's
excess cash flow (as defined) from the mortgages underlying DVL's collateral
assignment, which was to be applied as a reduction of principal. The Note was to
mature on February 27, 2000 and was repayable during the first two years without
penalty. The Note was secured by (among other things) a collateral assignment of
DVL's interest in certain promissory notes payable to DVL, which in the
aggregate amounted to $4,325,000 as of February 28, 1997.

     On July 30, 1997, DVL sold one of the properties underlying the Note and
made a $1,075,000 prepayment to Registrant. Approximately $1,032,000 of the
prepayment was applied towards the principal balance of the Note and the
remainder was applied to interest and yield maintenance fee.

     On April 1, 1998, DVL sold another of the properties underlying the Note
and made a $500,000 prepayment to Registrant. $467,787 was applied towards the
principal balance of the Note and the remainder was applied to interest and
yield maintenance fee.

     In December 1998, the balance of the DVL Note was repaid in its entirety.

     Xerox Loan - The Xerox loan was originally a $1,100,000 first mortgage
loan, which was secured by an office building located in Arlington, Texas. This
loan was accounted for under the investment method.

     In March 1997, the Xerox loan matured in accordance with its terms. On
September 30, 1997, Registrant received a deed-in-lieu of foreclosure on the
property underlying this loan. At that date, the Xerox loan had a carrying value
of $1,100,000 and the underlying property had an estimated net realizable value
of $1,500,000. Accordingly, Registrant reduced its investments in mortgage loans
by the carrying value of the Xerox loan and recorded an addition to real estate
for the fair market value of the underlying property, which resulted in
recognition of interest income for amounts previously deferred in the amount of
$400,000.

     On March 10, 1998, Registrant sold this property for $1,550,000, exclusive
of closing costs of approximately $93,000. At the time the property had a net
carrying value of $1,485,000, resulting in a loss on the disposition of the
property of approximately $28,000.

     Avon Market Center Loan - On March 19, 1993, Registrant funded a first
mortgage loan in the principal amount of $3,750,000 at an annual interest rate
of 8.35%, payable in monthly installments of principal and interest (based on a
35-year amortization schedule). The loan, which was scheduled to mature

                                       4

<PAGE>

in March 2003, was prepaid on June 3, 1998. Registrant received $3,694,492 of
which $3,638,804 was applied towards principal and $55,688 to interest.

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 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.

Because Presidio (including its affiliates) is the parent of other entities in
addition to the General Partners, such General Partners are or may become
affiliated with other entities which are engaged in businesses that are, or may
in the future be, in direct competition with 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, 2001, 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
Partnership 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 March 1, 2001, the Groton Shopping Center was approximately 60.25%
occupied and average rental rates were $9.85 per square foot. A&P, the former
anchor tenant at the center ceased operating at the center but was required to
continue paying rent pursuant

                                       5

<PAGE>

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.

     The Registrant recently leased approximately 30,000 square feet of the
space vacated by A&P, representing approximately 57% of the space vacated by
A&P, to TJ Maxx. The anticipated commencement date of the lease is June 1, 2001.
The lease has a term of 10 years with three-five year renewal options and
requires minimum rent of $9.00 per square foot with percentage rent equal to 2%
of gross sales over $8,000,000 in the first five years and 2% of gross sales
over $8,500,000 in the second five years

ITEM 3. LEGAL PROCEEDINGS

None

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

None.

                                       6

<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, 2001, there were approximately 4,166 limited partners of
Registrant, owning an aggregate of 5,690,843 Units.

Distributions per Unit during 2000 and 1999 were as follows:

          DISTRIBUTION WITH
      RESPECT TO QUARTER ENDED              AMOUNT OF DISTRIBUTION PER UNIT
      ------------------------              -------------------------------
                                              2000                  1999
                                              ----                  ----
      March 31                               $  --                 $  --
      June 30                                $  --                 $  --
      September 30                           $  --                 $  --
      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 7. Management's
Discussion and Analysis of Financial Condition and Results of Operations."

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.

                                       7

<PAGE>

ITEM 6. SELECTED FINANCIAL DATA

<TABLE>
<CAPTION>

                                                                     Year ended December 31,
                                    -----------------------------------------------------------------------------------
                                                       (dollars in thousands except per unit amounts)

                                         2000             1999              1998             1997              1996
                                    -------------    -------------     -------------    -------------     -------------
<S>                                 <C>              <C>               <C>              <C>               <C>
Revenues                            $     2,649      $     2,553       $    12,103 (3)  $     5,335       $     4,748

Net (Loss) Income                   $     1,379      $    (1,149) (4)  $    10,339 (3)  $     4,033 (2)   $     1,244 (1)

Net (Loss) Income Per Unit          $       .24      $      (.20) (4)  $      1.80 (3)  $       .70 (2)   $       .22 (1)

Distributions Per Unit              $       .43      $       --        $      6.22      $       .44       $       .44

Total Assets                        $    21,393      $    22,158       $    23,786      $    50,793       $    48,916

Partner's equity                    $    20,794      $    21,887       $    23,036      $    48,451       $    46,947
</TABLE>

(1)  Net of provision for loan losses of $1,547,830 or $.27 per Unit.

(2)  Net of recovery for loan losses of $721,946 or $.13 per Unit.

(3)  Includes interest income of $8,455,560, or $1.47 per Unit, upon the
     repayment of the Bank of California, Seattle Loan.

(4)  Net of write-down for impairment of $2,379,330 or $.42 per unit.

                                       8

<PAGE>

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
        OF OPERATIONS

The matters discussed in this Form 10-K 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-K 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, 2000, the Registrant has funded an aggregate of $12,700,000
to the mortgagors in three outstanding mortgage loans and holds title to two
parcels of real property and improvements located thereon. (See Item 8 -
Financial Statements and Supplemental data - Notes 4 and 5)

At December 31, 2000, the Registrant's level of liquidity based on cash and cash
equivalents decreased to $4,226,731 as compared to $4,801,986 as of December 31,
1999. The decrease was primarily due to distributions to partners of $2,472,062,
which was offset by an increase of $1,796,011 in cash from operating activities
and $100,796 of cash from investing activities. Investing activities consist of
mortgage loan repayments of $92,626 and loan origination fees of $31,872 which
were partially offset by $23,702 of additions to real estate. Net cash from
operating activities increased in 2000 due to the deferral of income relating to
a lease termination payment received from a tenant at Registrant's Groton,
Connecticut property. A portion of the space has been re-leased with occupancy
expected in July 2001. All other increases (decreases) in certain assets and
liabilities are the result of normal and scheduled operating activities.

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. 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.

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.

During the fourth quarter of 2000, the Registrant paid approximately $2,472,000
in distributions to unitholders. Of this amount, limited partners collectively
received approximately $2,447,000 or $.43 per unit.

Results of Operations

2000 as Compared to 1999

Net income increased by $2,528,232 for the year ended December 31, 2000 compared
with the same period in the prior year. The increase was primarily due to the
$2,379,330 provision for impairment in 1999.

                                       9

<PAGE>

Revenues increased for the year ended December 31, 2000 compared with the same
period in the prior year primarily due to an increase in short-term interest
income as a result of an increase in cash available for investment on which the
interest is earned.

Costs and expenses decreased for the year ended December 31, 2000 compared with
the same period in the prior year. The decrease is primarily due to a decrease
in the provision for impairment in 1999. In addition, Registrant experienced a
decrease in depreciation and amortization, general and administrative and
property management fees, which were partially offset by increases in management
fees and property operating expenses. Depreciation and amortization expense
decreased due to the 1999 provision for impairment. General and administrative
expenses declined due to a decrease in legal fees as a result of mortgage loan
payoffs. Operating expenses at the Registrant's Groton, Connecticut property
increased slightly due to an increase in general property operations.

1999 as Compared to 1998

The Registrant generated a net loss of $1,149,261 for the year ended December
31, 1999, as compared to net income of $10,339,470 for the year ended December
31, 1998. Net income decreased as a result of a decrease in revenues of
$9,549,456 and an increase in costs and expenses of $1,939,275. Revenues
decreased due primarily to a decrease in mortgage loan interest income which
decreased by $9,286,498 for the year ended December 31, 1999 compared to the
same period in the prior year primarily as a result of loans paid off in June
1998. Further, short term interest income decreased as a result of a decrease in
cash available for investment. Operating income, real estate and other income
remained stable.

Costs and expenses increased for the year ended December 31, 1999 compared to
the year ended December 31, 1998 due primarily to a $2,379,330 net provision for
the impairment of the Garfinkel's property recognized in 1999. Mortgage
servicing and property management fees decreased as a result of lower net asset
value as well as lower principal loan balances outstanding on which fees are
calculated. General and administrative expenses decreased as a result of legal
expenses.

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.

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.

                                       10

<PAGE>

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.

ITEM 7A. 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.

                                       11

<PAGE>

Item 8. Financial Statements and Supplementary Data

                        RESOURCES PENSION SHARES 5, L.P.

                              FINANCIAL STATEMENTS

                  YEARS ENDED DECEMBER 31, 2000, 1999 and 1998

                                      INDEX

                                                                    Page
                                                                   Number
                                                                   ------
Independent Auditors' Report                                         13

Financial Statements - Years ended
  December 31, 2000, 1999 and 1998

       Balance sheets                                                15

       Statements of income                                          16

       Statement of partners' equity                                 17

       Statements of cash flows                                      18

       Notes to financial statements                                 19

Financial Statement Schedules

II   VALUATION AND QUALIFYING ACCOUNTS                               31

III  REAL ESTATE AND ACCUMULATED DEPRECIATION                        32

All other financial statement schedules are omitted because they are not
applicable or the required information is shown in the financial statements or
notes thereto.

                                       12

<PAGE>

                          Independent Auditors' Report

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

We have audited the accompanying balance sheet of Resources Pension Shares 5,
L.P. (a limited partnership) (the "Partnership") as of December 31, 2000, and
the related statements of operations, partners' equity and cash flows for the
year then ended. Our audit also included the financial statement schedule
supplied pursuant to Item 14(a)(2). These financial statements and the financial
statement schedule are the responsibility of the Partnership's management. Our
responsibility is to express an opinion on these financial statements and the
financial statement schedule based on our audit.

We conducted our audit 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 audit provides 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, 2000 and its operations and its
cash flows for the year then ended in conformity with accounting principles
generally accepted in the United States of America. Also in our opinion, the
related financial statement schedule, when considered in relation to the basic
financial statements taken as a whole, presents fairly, in all material
respects, the information set forth therein.

                                                  /s/ Imowitz Koenig & Co., LLP

New York, New York
March 8, 2001

                                       13

<PAGE>

To the Partners of
Resources Pension Shares 5, L.P.
Cambridge, Massachusetts

                          INDEPENDENT AUDITOR'S REPORT

We have audited the accompanying balance sheet of Resources Pension Shares 5,
L.P. (a limited partnership) as of December 31, 1999 and the related statements
of operations, shareholders' equity and cash flows for each of the two years in
the period ended December 31, 1999. Our audits also included the financial
statement schedules listed in the Index at Item 14(a)2. 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. as of December 31, 1999 and the results of its operations and its cash
flows for each of the two years in the period ended December 31, 1999 in
conformity with accounting principles generally accepted in the United States of
America. Also, in our opinion, such financial statement schedules taken as a
whole, present fairly, in all material respects the information set forth
therein.

/s/ Hays & Company

March 15, 2000
New York, New York

                                       14

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                         December 31,
                                                           --------------------------------------
                                                                2000                    1999
                                                           ---------------        ---------------
<S>                                                         <C>                   <C>
ASSETS

Investments in mortgage loans                               $   12,373,731        $    12,466,613
Cash and cash equivalents                                        4,226,731              4,801,986
Real estate - net                                                4,488,383              4,615,314
Other assets                                                       175,852                169,268
Interest receivable - mortgage loans                               128,471                105,040
                                                            --------------        ---------------

         Total Assets                                       $   21,393,168        $    22,158,221
                                                            ==============        ===============

LIABILITIES AND PARTNERS' EQUITY

Liabilities:

Accounts payable and accrued expenses                       $      193,995        $       157,737
Deferred lease termination fee                                     302,500                   --
Due to affiliates                                                  103,080                113,800
                                                            --------------        ---------------

         Total Liabilities                                         599,575                271,537
                                                            --------------        ---------------

Commitment  and contingencies

Partners' Equity:

Limited partners' equity (5,690,843 units
   issued and outstanding)                                      20,585,947             21,667,828
General partners' equity                                           207,646                218,856
                                                            --------------        ---------------

         Total Partners' Equity                                 20,793,593             21,886,684
                                                            --------------        ---------------

         Total Liabilities and Partners' Equity             $   21,393,168        $    22,158,221
                                                            ==============        ===============
</TABLE>

                       See notes to financial statements.

                                       15

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                            STATEMENTS OF OPERATIONS

<TABLE>
<CAPTION>

                                                                      For the Years Ended December 31,
                                                         ----------------------------------------------------------
                                                             2000                  1999                   1998
                                                         ------------           ------------           ------------
<S>                                                      <C>                    <C>                   <C>
Revenues:

      Mortgage loans interest income                     $  1,302,996           $  1,297,087           $ 10,583,585
      Operating income - real estate                          981,274                978,171                982,971
      Short-term investment interest                          285,343                202,729                474,013
      Other income                                             79,488                 75,260                 62,134
                                                         ------------           ------------           ------------

         Total revenues                                     2,649,101              2,553,247             12,102,703
                                                         ------------           ------------           ------------

Costs and Expenses:

      Management fees                                         437,282                412,757                604,275
      Operating expenses - real estate                        441,030                416,694                473,562
      Depreciation and amortization expense                   167,319                229,412                227,793
      General and administrative expenses                     162,782                183,562                321,383
      Property management fees                                 30,687                 49,583                 60,920
      Mortgage servicing fees                                  31,030                 31,170                 47,144
      Provision for impairment, net                              --                2,379,330                   --
      Loss on disposition of real estate                         --                     --                   28,156
                                                         ------------           ------------           ------------

         Total costs and expenses                           1,270,130              3,702,508              1,763,233
                                                         ------------           ------------           ------------

      Net income (loss)                                  $  1,378,971           $ (1,149,261)          $ 10,339,470
                                                         ============           ============           ============

Net income (loss) attributable to:

      Limited partners                                   $  1,365,181           $ (1,137,768)          $ 10,236,075

      General partners                                         13,790                (11,493)               103,395
                                                         ------------           ------------           ------------

                                                         $  1,378,971           $ (1,149,261)          $ 10,339,470
                                                         ============           ============           ============

Net income (loss) per unit of limited partnership
      interest (5,690,843 units outstanding)             $        .24           $       (.20)          $       1.80
                                                         ============           ============           ============
</TABLE>

                       See notes to financial statements.

                                       16

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                         STATEMENTS OF PARTNERS' EQUITY

              For the Years Ended December 31, 2000, 1999 and 1998

<TABLE>
<CAPTION>

                                                  Limited            General             Total
                                                 Partners'           Partners'          Partners'
                                                   Equity             Equity             Equity
                                                ------------       ------------       ------------
<S>                                             <C>                <C>                <C>
Balance - January 1, 1998                       $ 47,966,562       $    484,500       $ 48,451,062

    Net income                                    10,236,075            103,395         10,339,470

    Distributions to partners
      ($6.22 per limited partnership unit)       (35,397,041)          (357,546)       (35,754,587)
                                                ------------       ------------       ------------

Balance - December 31, 1998                       22,805,596            230,349         23,035,945

    Net loss                                      (1,137,768)           (11,493)        (1,149,261)
                                                ------------       ------------       ------------

Balance - December 31, 1999                       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
                                                ============       ============       ============
</TABLE>

                       See notes to financial statements.

                                       17

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                            STATEMENTS OF CASH FLOWS

<TABLE>
<CAPTION>

                                                                        For the Years Ended December 31,
                                                               --------------------------------------------------
                                                                  2000               1999               1998
                                                               ------------       ------------       ------------
<S>                                                            <C>                <C>                <C>
Cash Flows from Operating Activities:

Net income (loss)                                              $  1,378,971       $ (1,149,261)      $ 10,339,470
Adjustments to reconcile net income (loss) to net cash
      provided by operating activities
         Depreciation and amortization expense                      167,319            229,412            227,793
         Provision for impairment, net                                 --            2,379,330               --
         Amortization of origination and acquisition fees           (31,616)           (32,624)            (9,224)
         Stepped lease rentals                                       33,942             12,202             31,460
         Loss on disposition of real estate                            --                 --               28,156

      Changes in assets and liabilities:
         Other assets                                               (57,212)           (61,145)            70,854
         Interest receivable - mortgage loans                       (23,431)               711             20,761
         Accounts payable and accrued expenses                       36,258            (42,541)          (579,634)
         Other liabilities                                          302,500               --             (166,834)
         Due to affiliates                                          (10,720)             5,227           (212,952)
                                                               ------------       ------------       ------------

Net cash provided by operating activities                         1,796,011          1,341,311          9,749,850
                                                               ------------       ------------       ------------

Cash Flows from Investing Activities:

      Proceeds from disposition of real estate                         --                 --            1,456,844
      Mortgage loan repayments received                              92,626             97,905         12,926,153
      Additions to real estate                                      (23,702)           (64,726)           (44,064)
      Loan origination fees received                                 31,872               --                 --
                                                               ------------       ------------       ------------

Net cash provided by investing activities                           100,796             33,179         14,338,933
                                                               ------------       ------------       ------------

Cash Flows from Financing Activities:

      Distributions to partners                                  (2,472,062)              --          (36,386,903)
                                                               ------------       ------------       ------------

Cash used in financing activities                                (2,472,062)              --          (36,386,903)
                                                               ------------       ------------       ------------

Net (decrease) increase in cash and cash equivalents               (575,255)         1,374,490        (12,298,120)

Cash and cash equivalents, beginning of period                    4,801,986          3,427,496         15,725,616
                                                               ------------       ------------       ------------

Cash and cash equivalents, end of period                       $  4,226,731       $  4,801,986       $  3,427,496
                                                               ============       ============       ============
</TABLE>

                       See notes to financial statements.

                                       18

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

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 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 wholly-owned subsidiaries of Presidio Capital
     Corp. ("Presidio"). The Administrative General Partner is also a general
     partner in several other limited partnerships which are also affiliated
     with Presidio and which are engaged in business that are, or may be in the
     future, in direct competition with the Partnership.

     Subject to the provisions of the Partnership Agreement, Presidio controls
     the Partnership through its indirect ownership of the General Partners. On
     August 28, 1997, an affiliate of NorthStar Capital Partners acquired all of
     the Class B shares of Presidio. This acquisition, when aggregated with
     previous acquisitions, caused NorthStar Capital Partners to acquire
     indirect control of the General Partners. Effective July 31, 1998, Presidio
     is indirectly controlled by NorthStar Capital Investment Corp.
     ("NorthStar"), a Maryland corporation.

     Presidio entered into a management agreement with NorthStar Presidio
     Management Company LLC ("NorthStar Presidio"), an affiliate of NorthStar.
     Under the terms of the management agreement, NorthStar Presidio provides
     the day-to-day management of Presidio and its direct and indirect
     subsidiaries and affiliates.

     On October 21, 1999, Presidio 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.

                                       19

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

1.   ORGANIZATION (CONTINUED)

     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.

     In order to facilitate the provision by the Agent of the asset management
     services and the investor relation services, effective October 25, 1999,
     the officers and directors of the General Partner resigned and nominees of
     the Agent were elected as the officers and directors of the General
     Partner. 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
     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.

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.

                                       20

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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.

     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.

                                       21

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

2.   SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (CONTINUED)

     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 (loss) and distributions per unit of limited partnership
     interest

     Net income (loss) 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 change could
     affect the tax liability of the individual partners.

     Estimates

     The preparation of financial statements in conformity with generally
     accepted accounting principles 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.

     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 Partnership believes
     that the effect of SFAS 133 on its financial statements will be immaterial.

                                       22

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

3.   CONFLICTS OF INTEREST AND TRANSACTION WITH RELATED PARTIES

     For the years ended December 31, 2000, 1999 and 1998, reimbursable expenses
     due to NorthStar Presidio amounted to $0, $39,068 and $21,869,
     respectively.

     For management of the affairs of the Partnership, the Administrative
     General Partner is entitled to receive a management fee equal to 1.25% per
     annum of the average month-end net asset value of the Partnership for the
     first four years after the initial closing date; 1.5% for the next six
     years; and 1.75% thereafter. For the years ended December 31, 2000, 1999
     and 1998, the Administrative General Partner earned $437,282, $412,757 and
     $604,275, 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, 2000, 1999 and 1998, the Investment General Partner earned
     $31,030, $31,170 and $47,144, respectively, in mortgage servicing fees.

     At December 31, 2000 and 1999, the amounts due to the General Partners,
     with respect to management services and mortgage servicing fees, was
     $103,080 and $113,800, respectively.

     On December 9, 1993, the Partnership entered into a supervisory management
     agreement with Resources Supervisory Management Corp. ("RSMC'), an
     affiliate of the General Partners, to perform certain functions relating to
     supervising the management of the Groton, Connecticut property. As such,
     RSMC 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. RSMC entered into an
     agreement with an unaffiliated local management company to perform such
     services on behalf of the Partnership. The terms of this agreement are
     substantially the same as the agreement entered into between the
     Partnership and RSMC. Effective February 1, 2000, property management
     services are performed by Kestrel Management, L.P. ("Kestrel"), an
     affiliate of the Agent.

     There was no supervisory management fee earned by RSMC for the year ended
     December 31, 2000 and 1999. Management fees earned by the unaffiliated
     local management company amounted to $4,000, $49,583 and $60,920 for the
     years ended December 31, 2000, 1999 and 1998, respectively. Management fees
     earned by Kestrel amounted to $26,687 for the year ended December 31, 2000.

     As of December 31, 2000, affiliates of Presidio have purchased 1,482,988
     limited partnership units of the Partnership. These units represent 26% of
     the issued and outstanding limited partnership units. Affiliates of the
     General Partner received $637,685 in distributions for the year ended
     December 31, 2000. No distributions were made for the year ended December
     31, 1999.

     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.

                                       23

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

4.   INVESTMENTS IN MORTGAGE LOANS

     As of December 31, 2000, the Partnership had three outstanding first
     mortgage loans representing an aggregate mortgage amount advanced of
     $12,700,000. During 1999, the Partnership was repaid the remaining balance
     on one of its loans (the DVL note). During 1998, the Partnership was repaid
     its entire outstanding balance on two of its mortgage loans (Bank of
     California Loan and Avon Market Center Loan).

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

     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 is for a ten-year period and may be
     prepaid without penalty. The loan is with recourse to principals of the
     borrower if at any time the borrower files a petition under the United
     States Bankruptcy Code. The loan is secured by a one-story, campus type
     office or flexible use building, which is part of a larger office park. The
     building is located in Columbus, Ohio and consists of approximately 79,000
     square feet of net rentable area and parking for approximately 357
     automobiles. The office building's major tenants include Star Bank
     Services, GDE Systems, Inc. and TransAmerica. In connection with issuing
     the commitment, the Partnership received application and commitment fees
     aggregating $40,000.

     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
     matured in October 2000. The mortgage was extended for an additional year
     with interest at 12% per annum and monthly payments of $68,450. The
     Partnership received a loan origination fee of $31,872 related to the
     extension in the fourth quarter of 2000. In addition, the borrower placed
     in escrow a deed which will be released to the Partnership should the
     borrower default.

     DVL Loan

     On February 28, 1997, the Partnership funded a Negotiable Promissory Note
     (the "Note") to DVL, Inc. ("DVL"), in the principal amount of $2,000,000 at
     an annual interest rate of 12% with interest payable monthly. In addition,
     the Partnership was entitled to receive payments equal to DVL's excess cash
     flow (as defined) from the mortgages underlying DVL's collateral
     assignment, which was to be applied as a reduction of principal. The Note
     was to mature on February 27, 2000 and was able to be prepaid during the
     first two years. The Note was secured by (among other things) a collateral
     assignment of DVL's interest in certain promissory notes payable to DVL.

                                       24

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

4.   INVESTMENTS IN MORTGAGE LOANS (CONTINUED)

     DVL Loan (Continued)

     On July 30, 1997, DVL sold one of the properties underlying the Note and
     made a $1,075,000 prepayment to the Partnership. Approximately $1,032,000
     of the prepayment was applied towards the principal balance of the Note and
     the remainder was applied to interest.

     On April 1, 1998, DVL sold one of the properties underlying the Note and
     made a $500,000 prepayment to the Partnership, of which $467,787 was
     applied towards the principal balance of the Note and the remainder was
     applied to interest and yield maintenance fee.

     In January 1999, the balance of the DVL Note was repaid in its entirety.

     Bank of California Loan

     The Bank of California Loan, in the original principal amount of $8,500,000
     ("Wrap Loan"), was secured by, among other things, the interest of Gum
     Loong Limited Partnership in the land located in downtown Seattle,
     Washington underlying a building commonly known as The Bank of California
     Building. In June 1998, a Bankruptcy Court approved settlement of the Wrap
     Loan in its entirety. At that time, the net carrying value of the Wrap Loan
     on the Partnership's books was $8,500,000. The Partnership received the
     full contractual amount of $16,955,560, of which $8,500,000 was applied
     towards principal and $8,455,560 applied to interest income.

     Avon Market Center Loan

     On March 19, 1993, the Partnership funded a first mortgage loan in the
     principal amount of $3,750,000 at an annual interest rate of 8.35%, payable
     in monthly installments of principal and interest (based on a 35-year
     amortization schedule). On June 3, 1998, the loan was prepaid in its
     entirety. The Partnership received $3,694,492 of which $3,638,804 was
     applied towards principal and $55,688 to interest.

     Xerox Loan

     The Xerox loan was originally a $1,100,000 first mortgage loan, which was
     secured by an office building located in Arlington, Texas. In March 1997,
     the Xerox loan matured in accordance with its terms. On September 30, 1997,
     the Partnership received a deed-in-lieu of foreclosure on the property
     underlying this loan. At that date, the Xerox loan had a carrying value of
     $1,100,000 (this loan was accounted for under the investment method) and
     the underlying property had an estimated net realizable value of
     $1,500,000. Accordingly, the Partnership reduced its investments in
     mortgage loans by the carrying value of the Xerox loan and recorded an
     addition to real estate for the fair market value of the underlying
     property, which resulted in recognition of interest income for amounts
     previously deferred in the amount of $400,000.

                                       25

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

4.   INVESTMENTS IN MORTGAGE LOANS (CONTINUED)

     Xerox Loan (Continued)

     On March 10, 1998, the Partnership sold this property for $1,550,000,
     exclusive of closing costs of approximately $93,000. At that time the
     property had a net carrying value of $1,485,000, resulting in a loss on the
     disposition of the property of approximately $28,000.

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

<TABLE>
<CAPTION>

                          Interest     Interest                   Mortgage        Interest        (1) (4)             (1)
                            Rate         Rate       Maturity       Amount        Recognized    Carrying Value     Carrying Value
                          Current %    Accrued %      Date        Advanced      Dec. 31, 2000   Dec. 31, 2000     Dec. 31, 1999
                        ------------  ----------   ----------   -------------  --------------  --------------     --------------
<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    $   221,539     $  2,223,377      $  2,228,670

Hotel
-----
Crowne Plaza Hotel
  Cincinnati, OH (2)       12.00          --        Oct. 2001       6,500,000         756,551       6,343,442         6,397,682

Office Building
---------------
Lionmark Corp. Ctr.
  Columbus, OH (2)          8.5           --        June 2003       4,000,000        324,906        3,806,912         3,840,261
                                                                 ------------    -----------     ------------      ------------
                                                                 $ 12,700,000    $ 1,302,996     $ 12,373,731      $ 12,466,613
                                                                 ============    ===========     ============      ============
</TABLE>

     1.   The carrying values of the above mortgage loans are inclusive of
          acquisition fees, accrued interest recognized and loan origination
          fees.

     2.   These loans are accounted for under the interest method.

     3.   This loan is accounted for under the investment method.

     4.   The contractual balance is equal to the carrying value at December 31,
          2000, with the exception of the Lucky Supermarket loan, whose
          contractual balance is $2,568,396 at December 31, 2000. The
          contractual balance represents the original mortgage amount advanced
          plus accrued interest calculated in accordance with the loan
          agreement.

                                       26

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

4.   INVESTMENTS IN MORTGAGE LOANS (CONTINUED)

     A summary of mortgage activity is as follows:

<TABLE>
<CAPTION>

                                                             INVESTMENT         INTEREST
                                                               METHOD             METHOD             TOTAL
                                                            ------------       ------------       ------------
<S>                                                         <C>                <C>                <C>
     Balance, December 31, 1997                             $ 10,762,656       $ 14,686,167       $ 25,448,823
          Interest recognized                                  9,318,505          1,265,080         10,583,585
          Amortization of loan principal                            --             (319,562)          (319,562)
          Cash received inclusive of
             current interest accruals                       (17,847,198)        (5,333,754)       (23,180,952)
                                                            ------------       ------------       ------------
     Balance, December 31, 1998                                2,233,963         10,297,931         12,531,894
          Interest recognized                                    221,539          1,075,548          1,297,087
          Amortization of loan principal                            --              (84,638)           (84,638)
          Cash received inclusive of                                             (1,050,898)
             current interest accruals                          (226,832)                           (1,277,730)
                                                            ------------       ------------       ------------
     Balance, December 31, 1999                                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
                                                            ============       ============       ============
</TABLE>

5.   REAL ESTATE

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

                                              December 31,        December 31,
                                                  2000               1999
                                              ------------       ------------

     Land                                     $  2,460,000       $  2,460,000
     Building and improvements                   8,114,654          8,090,952
                                              ------------       ------------
                                                10,574,654         10,550,952

     Less: accumulated depreciation             (1,405,338)        (1,254,705)
     Less: impairment reserve                   (4,680,933)        (4,680,933)
                                              ------------       ------------
                                              $  4,488,383       $  4,615,314
                                              ============       ============

                                       27

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

5.   REAL ESTATE (CONTINUED)

     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.

     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, 2000, 1999 and 1998 in the amounts of $39,063, $6,594
     and $39,135, 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, 2000 resulting in lower than anticipated net
     operating income.

                                       28

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

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 has been
     deferred and will be amortized into income for financial statement purposes
     until such time as a new tenant occupies the vacated space.

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, 2000 are as follows:

              Year ending December 31,
                   2001                           $   549,565
                   2002                               626,691
                   2003                               540,864
                   2004                               458,851
                   2005                               378,826
                   Thereafter                       1,725,425
                                                  -----------
                   Total                          $ 4,280,222
                                                  ===========

     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 (LOSS) AND NET ASSETS PER FINANCIAL STATEMENTS
     TO TAX BASIS

<TABLE>
<CAPTION>

                                                                         Years Ended December 31,
                                                            --------------------------------------------------
                                                                2000              1999               1998
                                                            ------------       ------------       ------------
<S>                                                         <C>                <C>                <C>
     Net income (loss) per financial statements             $  1,378,971       $ (1,149,261)      $ 10,339,470

     Difference in income recognized on
       mortgage investments                                       15,325             14,004         (8,491,987)

     Provision for impairment, net                                  --            2,379,330               --

     Tax loss on disposition of real estate in
       excess of financial statement                                --                 --             (464,753)

     Income recognized for tax purposes which
       has been deferred until future years for
       financial statement                                       302,500               --                 --

     Tax depreciation in excess of financial
       statement depreciation                                    (72,890)           (12,213)           (19,701)
                                                            ------------       ------------       ------------

     Net income per tax basis                               $  1,623,906       $  1,231,860       $  1,363,029
                                                            ============       ============       ============
</TABLE>

                                       29

<PAGE>

                        RESOURCES PENSION SHARES 5, L.P.

                          NOTES TO FINANCIAL STATEMENTS

                        DECEMBER 31, 2000, 1999 AND 1998

8.   RECONCILIATION OF NET INCOME (LOSS) 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,
                                                            ----------------------------------
                                                                2000                  1999
                                                            ------------          ------------
<S>                                                         <C>                   <C>
         Net assets per financial statements                $ 20,793,593          $ 21,886,684
         Deferred interest receivable                            265,401               250,949
         Acquisition and origination fees                         (3,649)               (4,522)
         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 depreciation                (200,302)             (127,412)
         Deferred revenue                                        302,500                  --
                                                            ------------          ------------
                                                            $ 28,066,570          $ 28,914,726
                                                            ============          ============
</TABLE>

                                       30

<PAGE>

             RESOURCES PENSION SHARES 5, L.P.

      Schedule II - Valuation and Qualifying Accounts

<TABLE>
<CAPTION>
                                                                               Additions
                                                                      ----------------------------
                                                    Balance at        Charged to        Charged to                    Balance at
                                                   Beginning of       Costs and           Other                         End of
Description                                           Period           Expenses          Accounts     (Deductions)      Period
                                                   ------------       ----------        ----------     ----------     ----------
<S>                                                 <C>               <C>               <C>            <C>            <C>
YEAR ENDED DECEMBER 31, 2000

Write-down for impairment:
   Landover Mall - Landover, Maryland               $2,820,933        $       --        $       --     $       --     $2,820,933

   Groton Shopping Center - Groton, Connecticut      1,860,000         1,860,000
                                                    ----------        ----------        ----------     ----------     ----------

                                                    $4,680,933        $       --        $       --     $       --     $4,680,933
                                                    ==========        ==========        ==========     ==========     ==========

YEAR ENDED DECEMBER 31, 1999

Write-down for impairment:
   Landover Mall - Landover, Maryland               $       --        $2,820,933(B)     $       --     $       --     $2,820,933

   Groton Shopping Center - Groton, Connecticut      1,860,000         1,860,000
                                                    ----------        ----------        ----------     ----------     ----------

                                                    $1,860,000        $2,820,933        $       --     $       --     $4,680,933
                                                    ==========        ==========        ==========     ==========     ==========

YEAR ENDED DECEMBER 31, 1998

Write-down for impairment:
   Groton Shopping Center - Groton, Connecticut     $1,860,000(A)     $       --        $       --     $       --     $1,860,000
                                                    ----------        ----------        ----------     ----------     ----------

                                                    $1,860,000        $       --        $       --     $       --     $1,860,000
                                                    ==========        ==========        ==========     ==========     ==========
</TABLE>


(A)  Represents a write-down for impairment on the Groton Shopping Center
     provided during 1995

(B)  Represents a write-down for impairment on the Landover Mall provided during
     1999.


                                       31

<PAGE>


                        RESOURCES PENSION SHARES 5, L.P.

             Schedule III - Real Estate and Accumulated Depreciation

<TABLE>
<CAPTION>
                                                                                                Costs Capitalized Subsequent
                                                               Initial Cost to Partnership*           to Acquisition
                                                               ----------------------------     ----------------------------
                                                                               Building
                                                                                  and                             Carrying
Description                                   Encumbrances          Land     Improvements       Improvements        Cost
-----------------------------------------     ------------       ----------  ------------       ------------     ----------
<S>                                            <C>               <C>          <C>                <C>             <C>
      Landover Mall - Landover, Maryland       $      --         $  640,000   $2,560,000         $       --      $   84,404

      Groton Shopping Center,
       Groton, Connecticut                            --          1,820,000    4,680,000            790,250              --
                                               ---------         ----------   ----------         ----------      ----------

      Total                                    $      --         $2,460,000   $7,240,000         $  790,250      $   84,404
                                               =========         ==========   ==========         ==========      ==========
</TABLE>


<TABLE>
<CAPTION>
                                                               Gross Amount at Close of Period
                                               -------------------------------------------------------------
                                                                                 Write-Down
                                                                 Buildings and       For                         Accumulated
                                                   Land          Improvements     Impairment        Total        Depreciation
                                               -----------       -------------   ------------    -----------     ------------
<S>                                            <C>               <C>             <C>             <C>             <C>
      Landover Mall - Landover, Maryland       $   640,000       $ 2,644,404     $(2,820,933)    $   463,471     $   463,471

      Groton Shopping Center,
       Groton, Connecticut                       1,820,000         5,470,250      (1,860,000)      5,430,250         941,867
                                               -----------       -----------     -----------     -----------     -----------

      Total                                    $ 2,460,000       $ 8,114,654     $(4,680,933)    $ 5,893,721     $ 1,405,338
                                               ===========       ===========     ===========     ===========     ===========

(A)   RECONCILIATION OF REAL ESTATE OWNED

                                                   2000              1999            1998
                                               ------------      ------------    ------------

      Balance at beginning of year             $ 5,870,019       $ 8,626,226     $10,082,162
      Dispositions                                      --                --      (1,500,000)
      Write down for impairment                         --        (2,820,933)             --

Additions during year:
      Improvements                                  23,702            64,726          44,064
                                               -----------       -----------     -----------

      Balance at end of year                   $ 5,893,721       $ 5,870,019     $ 8,626,226
                                               ===========       ===========     ===========

(B)   RECONCILIATION OF ACCUMULATED DEPRECIATION

      Balance at beginning of year             $ 1,254,705       $ 1,044,721     $   850,088

Additions during year:

      Depreciation expense                         150,633           209,984         209,633
      Dispositions                                      --                --         (15,000)
                                               -----------       -----------     -----------

      Balance at end of year                   $ 1,405,338       $ 1,254,705     $ 1,044,721
                                               ===========       ===========     ===========
</TABLE>


*    Aggregate cost for income tax purposes is $10,574,654.


                                       32

<PAGE>

ITEM 9. 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.

                                       33

<PAGE>

PART III

ITEM 10. 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 May 1, 2000 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>
                                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 48, 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 Interstate
Hotels Corporation, Nexthealth Corp., Great Bay Hotel and Casino Inc., Burnham
Pacific Properties, Inc. and NBTY, Inc.

     David G. King, Jr., 38, 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 49, 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. From 1988 to 1991, Mr.
Braverman was a Vice President and Assistant Secretary of Fischbach Corporation,
a publicly traded, international real estate and construction firm.

     Lara K. Sweeney, age 28, 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.

                                       34

<PAGE>

     Carolyn Tiffany, age 34, 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.

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.

One or more of the above persons are also directors or officers of a general
partner (or general partner of a general partner) of a number of limited
partnerships which either have a class of securities registered pursuant to
Section 12(g) of the Securities and Exchange Act of 1934, or are subject to the
reporting requirements of Section 15(d) of such Act.

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

ITEM 11. 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 Presidio 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 13, "Certain
Relationships and Related Transactions."

ITEM 12. 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,
2001:

                                                      Number of
     Name of Beneficial Owner                        Units owned      % of Class
     ------------------------                        -----------      ----------
     Presidio Partnership II Corp.(1)                  552,505           7.64%
     Presidio Capital Investment Company LLC            69,732           1.23%
     Presidio RPS Acquisition Corp.(1)                 860,751          15.13%

(1)  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 Presidio own a total of 1,4982,988 Units representing
approximately 26% of the total outstanding Units. Neither Presidio, the General
Partners or their respective officers and directors own any Units.

                                       35

<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 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS

During Registrant's fiscal year ended December 31, 2000, 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       $ 437,282 (1)
Resources Pension Advisory Corp. (3)       Investment General Partner           $   3,103 (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, 2000, the General Partners were allocated taxable loss as follows:
     $57,198 to the Administrative General Partner and $583 to each of the
     Investment and Associate General Partners.

                                       36

<PAGE>

PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K

(a)   The following documents are filed as part of this report:

      (1)   Financial Statements: See Item 8.

      (2)   Financial Statement Schedules: See Item 8.

      (3)   Exhibits:

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)

(b)   Reports on Form 8-K filed during the last quarter of the fiscal year:

      A Current Report on Form 8-K was filed on October 25, 2000 with respect to
the Registrant's change of accountants (Item 4).

                                       37

<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 30th day of March 2001.

RESOURCES PENSION SHARES 5, L.P.

<TABLE>
<CAPTION>
<S>                                                                                    <C>
By:      RESOURCES CAPITAL CORP.
         Administrative General Partner

By:      /s/ Michael L. Ashner                                                          March 30, 2001
         ---------------------------
         Michael L. Ashner
         President
</TABLE>

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 30, 2001
---------------------------
Michael L. Ashner

/s/ Carolyn Tiffany                   Vice President and Treasurer          March 30, 2001
---------------------------
Carolyn Tiffany
</TABLE>

                                       38

<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>

                                       39