**UNITED
      STATES**


**SECURITIES
      AND EXCHANGE COMMISSION**


**Washington,
      D.C. 20549**








**FORM
      10-K**








**[X]
      ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
      OF
      1934**





For
      the
      fiscal year ended December 31, 2006


or





**[  
      ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES AND
      EXCHANGE ACT OF 1934**





For
      the
      transition period from ________to _______





Commission
      file number: 333-130545-18




OWNIT
      MORTGAGE LOAN TRUST, SERIES 2006-5


(Exact
      name of issuing entity as specified in its charter)




MERRILL
      LYNCH MORTGAGE INVESTORS, INC.


(Exact
      name of registrant/depositor as specified in its charter)




MERRILL
        LYNCH MORTGAGE LENDING, INC.
 (Exact
        name of sponsor as specified in its charter)


Delaware
            
            13-3416059(State
                or other jurisdiction of
              incorporation
                or organization)
            
            (I.R.S.
                Employer
              Identification
                No.)





250
        Vesey
        Street, 4 World Financial Center 28th Floor, New York, New York
        10080
 (Address,
        including zip code, of registrant’s principal executive
        offices)




(212)
      449-0357


(Registrant's
      telephone number, including area
      code)





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




None




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




None




Indicate
      by check mark if the registrant is a well-known seasoned issuer, as defined
      in
      Rule 405 of the Securities Act.





oYes
            
            x No





Indicate
      by check mark if the registrant is not required to file pursuant to Section
      13
      or Section 15(d) of the Act.





oYes
            
            xNo





Indicate
      by check mark whether the registrant (1) has filed all reports required to
      be
      filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
      the
      preceding 12 months (or for such shorter period that the registrant was required
      to file such reports), and (2) has been subject to such filing requirements
      for
      the past 90 days.





xYes
            
            oNo





Indicate
      by check mark if disclosure of delinquent filers pursuant to Item 405 of
      Regulation S K (§229.405
      of this
      chapter) 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





Indicate
      by check mark whether the registrant is a large accelerated filer, an
      accelerated filer, or a non-accelerated filer. See definition of “accelerated
      filer and large accelerated filer” in Rule 12b-2 of the Exchange Act (Check
      one):




Large
                accelerated filero
            Accelerated
                filero
            Non-accelerated
                filerx




Indicate
      by check mark whether the registrant is a shell company (as defined in Rule
      12b-2 of the Act).   oYes     xNo




State
      the
      aggregate market value of the voting and non voting common equity held by
      non-affiliates computed by reference to the price at which the common equity
      was
      last sold, or the average bid and asked price of such common equity, as of
      the
      last business day of the registrant’s most recently completed second fiscal
      quarter.





Not
      Applicable




**DOCUMENTS
      INCORPORATED BY
      REFERENCE**




Not
      Applicable




**PART
        I**
  **Item
        1. Business.**
 Omitted.
 
 **Item
        1A. Risk Factors.**
 Omitted.
 
 **Item
        1B. Unresolved Staff Comments.**
 None.
  **Item
        2. Properties.**
 Omitted.
 
 **Item
        3. Legal Proceedings.**
 Omitted.
  **Item
        4. Submission of Matters to a Vote of Security Holders.**
 Omitted.
 
 
 **PART
        II**
 
 **Item
        5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer
        Purchases of Equity Securities.**
 Omitted.
 
 **Item
        6. Selected Financial Data.**
 Omitted.
 
 **Item
        7. Management’s Discussion and Analysis of Financial Condition and Results of
        Operation.**
 Omitted.
 
 **Item
        7A. Quantitative and Qualitative Disclosures About Market
        Risk.**
 Omitted.
 
 **Item
        8. Financial Statements and Supplementary Data.**
 Omitted.
 
 **Item
        9. Changes in and Disagreements With Accountants on Accounting and Financial
        Disclosure.**
 Omitted.
 
 **Item
        9A. Controls and Procedures.**
 Omitted.
  **Item
          9A(T). Controls and Procedures.**
 Omitted.
 **Item
        9B. Other Information.**
 None.
 
 **PART
        III**
 
 **Item
          10. Directors, Executive Officers and Corporate
          Governance.**
 Omitted.
 
 **Item
        11. Executive Compensation.**
 Omitted.
 
 **Item
        12. Security Ownership of Certain Beneficial Owners and Management and Related
        Stockholder Matters.**
 Omitted.
  **Item
          13. Certain Relationships and Related Transactions, and Director Independences.**
 Omitted.
 
 **Item
        14. Principal Accounting Fees and Services.**
 Omitted.
  **Item
        1112(b) of Regulation AB. Significant Obligors Financial
        Information.**
 Not
        Applicable.
  **Item
        1114(b)(2) and 1115(b) of Regulation AB. Significant Enhancement Provider
        Financial Information.**
 Not
          Applicable.
  **Item
        1117 of Regulation AB. Legal Proceedings.**
 On
                December 28, 2006, Ownit **** Mortgage
                Solutions Inc. filed a Chapter 11 petition in the U.S. Bankruptcy
                Court of San
                Fernando Valley, California. This will affect the ability of the
                issuing entity
                to enforce representations and warranties relating to the mortgage
                loans
                originated by such party.
 
 The
                registrant knows of no other material pending legal proceedings involving
                the
                Trust and all parties related to such Trust, other than routine litigation
                incidental to the duties of those respective
                parties.
  **Item
        1119 of Regulation AB. Affiliations and Certain Relationships and Related
        Transactions.**
 None,
        except as disclosed in the prospectus.
  **Item
        1122 of Regulation AB. Compliance with Applicable Servicing
        Criteria.** The
          assessment of compliance of Litton Loan Servicing LP ("Litton") has disclosed
          material noncompliance with criteria 1122(d)(2)(vii)(D) and 1122(d)(4)(ix).
          Certain investor bank account reconciliations included certain reconciling
          items
          that were not resolved within 90 calendar days of their original identification
          on eleven of sixty-three investor bank account reconciliations. The sum
          of the
          reconciling items for those eleven reconciliations was $216,950. Also,
          among a
          sample of sixty-five adjustable rate mortgages there were two instances
          where
          certain adjustable
          rate mortgages for which the interest rate reset in the servicing system
          did not
          agree to interest rates in the appropriate source index per the borrowers
          note
          documents. These were the result of incorrect information transferring
          from the
          prior servicer. Additionally, the same sixty-five mortgages included one
          instance where the
          adjustable rate mortgage payment change date in the servicing system did
          not
          match the loan documents.


See
          Item 15, exhibits (33) and (34)
 **Item
          1123 of Regulation AB. Servicer Compliance Statement**
 See
        Item
        15, exhibit (35)
 
 **PART
        IV**
 
  **Item
        15. Exhibits, Financial Statement Schedules.**
 
 (a)
        The
        following is a list of documents filed as part of this Annual Report on Form
        10-K:
 (1)
        Not
        Applicable
 (2)
        Not
        Applicable
 (3)


**Exhibit
                Number**
            **Description**4.1
            Pooling
                and Servicing Agreement (filed as an exhibit to Form 8-K filed on
                2006-8-11)10.1
            Mortgage
                Loan Sale and Assignment Agreement (filed
                as an exhibit to Form 8-K filed on 2006-8-11)31
            Sarbanes-Oxley
                Certification33(a)
            Report
                  on assessment of compliance with servicing criteria for asset-backed
                  securities,Litton Loan Servicing LP, as
                  Servicer33(b)
            Report
                on assessment of compliance with servicing criteria for asset-backed
                securities, LaSalle Bank National Association, as Trustee and
                Custodian34(a)
            Attestation
                report on assessment of compliance with servicing criteria for
                asset-backed securities, Litton Loan Servicing LP, as
                Servicer34(b)
            Attestation
                report on assessment of compliance with servicing criteria for
                asset-backed securities, LaSalle Bank National Association, as Trustee
                and
                Custodian35(a)
            Servicer
                compliance statement, Litton Loan Servicing LP, as
                Servicer35(b)
            Servicer
                    compliance statement, LaSalle Bank National Association, as
                    Trustee


(b)
                  The exhibits required to be filed by Registrant pursuant to Item
                  601 of
                  Regulation S-K:See item 15(a)(3)





(c)
      Not
      Applicable








**SIGNATURES**


Pursuant to the requirements of the Securities Exchange Act of 1934, this report
      has been signed below by the following persons on behalf of the registrant
      and
      in the capacities and on the dates indiciated.


Litton
                    Loan Servicing LP, as ServicerMarch
                    29, 2007
                /s/
                    Elizabeth FolkBy: Elizabeth
                    FolkTitle: Chief
                    Financial Officer and Senior Vice President(Senior
                  Office in charge of the servicing function of the
                  servicer)
  Supplemental
          information to be furnished with reports filed pursuant to section 15(d)
          of the
          Act by Registrants which have not registered securities pursuant to Section
          12
          of the Act.
  No
          annual
          report, proxy statement, form of proxy or other proxy soliciting material
          has
          been sent to certificateholders, and the registrant does not presently
          contemplate sending any such materials subsequent to the filing of this
          report.





**EXHIBIT
      INDEX**




**Exhibit
                    Number**
                **Description**4.1
                Pooling
                    and Servicing Agreement (filed as an exhibit to Form 8-K filed
                    on
                    2006-8-11)10.1
                Mortgage
                    Loan Sale and Assignment Agreement (filed as an exhibit to Form
                    8-K filed
                    on 2006-8-11)31
                Sarbanes-Oxley
                    Certification33(a)
                Report
                      on assessment of compliance with servicing criteria for asset-backed
                      securities,Litton Loan Servicing LP, as
                      Servicer33(b)
                Report
                    on assessment of compliance with servicing criteria for asset-backed
                    securities, LaSalle Bank National Association, as Trustee and
                    Custodian34(a)
                Attestation
                    report on assessment of compliance with servicing criteria for
                    asset-backed securities, Litton Loan Servicing LP, as
                    Servicer34(b)
                Attestation
                    report on assessment of compliance with servicing criteria for
                    asset-backed securities, LaSalle Bank National Association, as
                    Trustee and
                    Custodian35(a)
                Servicer
                    compliance statement, Litton Loan Servicing LP, as
                    Servicer35(b)
                Servicer
                        compliance statement, LaSalle Bank National Association, as
                        Trustee