FORM 10-Q

                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                   (Mark One)

     |X| QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

                  For the quarterly period ended June 30, 2002

                                       OR

     |_| TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
                              EXCHANGE ACT OF 1934

             For the transition period from ________ to ___________

                         Commission file number: 0-24855


                 WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5

                    California                                    33-0745418

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


                         3158 Redhill Avenue, Suite 120

                              Costa Mesa, CA 92626

                                 (714) 662-5565


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


<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                               INDEX TO FORM 10-Q

                       For the Quarter Ended June 30, 2002





PART I. FINANCIAL INFORMATION

Item 1.  Financial Statements

         Balance Sheets
           June 30, 2002 and March 31, 2002                                    3

         Statements of Operations
           For the Three Months Ended June 30, 2002 and 2001                   4

         Statement of Partners' Equity (Deficit)
           For the Three Months Ended June 30, 2002                            5

         Statements of Cash Flows
           For the Three Months Ended June 30, 2002 and 2001                   6

         Notes to Financial Statements                                         7

Item 2.  Management's Discussion and Analysis of Financial Condition
          and Results of Operations                                           13

Item 3.  Quantitative and Qualitative Disclosures about Market Risks          15


PART II. OTHER INFORMATION

Item 1.  Legal Proceedings                                                    15

Item 6.  Exhibits and Reports on Form 8-K                                     15

Signatures                                                                    16

Certification Pursuant To 18 U.S.C. Section 1350                              17



                                       2
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                                 BALANCE SHEETS
<TABLE>
<CAPTION>




                                                                 June 30, 2002                March 31, 2002
                                                            ------------------------       ----------------------
                                                                  (unaudited)
<S>                                                       <C>                            <C>
ASSETS

Cash and cash equivalents                                 $                  3,490       $                1,288
Funds held in escrow disbursement account                                  204,125                      204,125
Investments in limited partnerships, net (Note 2)                       15,829,109                   16,200,256
Other assets (Note 6)                                                       27,113                       11,113
                                                            ------------------------       ----------------------

                                                          $             16,063,837       $           16,416,782
                                                            ========================       ======================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:                                                               229,030       $              229,030
  Payables to limited partnerships (Note 4)               $
  Accrued fees and expenses due to                                         218,467                      169,478
                                                            ------------------------       ----------------------
   General Partner and affiliates (Note 3)
                                                                           447,497                      398,508
                                                            ------------------------       ----------------------
    Total liabilities

Commitments and contingencies

Partners' equity (deficit):                                                (92,929)                     (88,910)
  General Partner
  Limited Partners (25,000 units authorized,                            15,709,269                   16,107,184
                                                            ------------------------       ----------------------
   25,000 units issued and outstanding)
                                                                        15,616,340                   16,018,274
                                                            ------------------------       ----------------------
    Total partners' equity
                                                          $             16,063,837       $           16,416,782
                                                            ========================       ======================
</TABLE>


                 See accompanying notes to financial statements
                                       3
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF OPERATIONS

                For the Three Months Ended June 30, 2002 and 2001
                                   (unaudited)
<TABLE>
<CAPTION>

                                                        2002                                 2001
                                                       Three                                 Three
                                                       Months                               Months
                                            -----------------------------         ----------------------------

<S>                                       <C>                                   <C>
     Interest income                      $                           2         $                        608
                                            -----------------------------         ----------------------------

     Operating expenses:
       Amortization (Note 2)                                     16,134                               16,134
       Asset management fees (Note 3)                            17,517                               17,517
       Legal and accounting fees                                  8,275                                7,349
       Other                                                      4,997                                6,346
                                            -----------------------------         ----------------------------

         Total operating expenses                                46,923                               47,346
                                            -----------------------------         ----------------------------

     Loss from operations                                       (46,921)                             (46,738)

     Equity in losses of
      limited partnerships (Note 2)                            (355,013)                            (409,441)
                                            -----------------------------         ----------------------------

     Net loss                             $                    (401,934)        $                   (456,179)
                                            =============================         ============================

     Net loss allocated to:
       General Partner                    $                      (4,019)        $                     (4,562)
                                            =============================         ============================

       Limited Partners                   $                    (397,915)        $                   (451,617)
                                            =============================         ============================

     Net loss per weighted limited
       partner unit                       $                         (16)        $                        (18)
                                            =============================         ============================

     Outstanding weighted limited
       partner units                                             25,000                               25,000
                                            =============================         ============================
</TABLE>
                 See accompanying notes to financial statements
                                       4
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                    For the Three Months Ended June 30, 2002
                                   (unaudited)
<TABLE>
<CAPTION>



                                                         General               Limited
                                                         Partner              Partners               Total
                                                     -----------------    -----------------    ------------------


<S>                                                <C>                  <C>                  <C>
Partners' equity (deficit) at March 31, 2002       $         (88,910)   $      16,107,184    $       16,018,274

Net loss for the three months ended
  June 30, 2002                                               (4,019)            (397,915)             (401,934)
                                                     -----------------    -----------------    ------------------

Partners' equity (deficit) at June 30, 2002        $         (92,929)   $      15,709,269    $       15,616,340
                                                     =================    =================    ==================
</TABLE>
                 See accompanying notes to financial statements

                                       5
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                            STATEMENTS OF CASH FLOWS

                For the Three Months Ended June 30, 2002 and 2001
                                   (unaudited)
<TABLE>
<CAPTION>



                                                                               2002                    2001
                                                                        -------------------     --------------------
<S>                                                                   <C>                     <C>
Cash flows from operating activities:
   Net loss                                                           $          (401,934)    $           (456,179)
Adjustment to reconcile net loss to
   net cash used in operating activities:
   Amortization                                                                    16,134                   16,134
   Equity in losses of limited partnerships                                       355,013                  409,441
   Other assets                                                                   (16,000)                 (33,000)
   Accrued fees and expenses due to General Partner
    and affiliates                                                                 48,989                   48,117
                                                                        -------------------     --------------------
Net cash provided by (used in) operating activities                                 2,202                  (15,487)
                                                                        -------------------     --------------------

Cash flows from investing activities:
   Investments in limited partnerships                                                  -                  (84,500)
   Distributions from limited partnerships                                              -                   10,000
                                                                        -------------------     --------------------
Net cash used in investing activities                                                   -                  (74,500)
                                                                        -------------------     --------------------


Net increase (decrease) in cash and cash equivalents                                2,202                  (89,987)

Cash and cash equivalents, beginning of period                                      1,288                   90,481
                                                                        -------------------     --------------------
Cash and cash equivalents, end of period                              $             3,490     $                494
                                                                        ===================     ====================

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION
       Taxes paid                                                     $               800     $                800
                                                                        ===================     ====================

</TABLE>
                 See accompanying notes to financial statements

                                       6
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                       For the Quarter Ended June 30, 2002
                                   (unaudited)



NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
---------------------------------------------------

General
-------

The accompanying  condensed unaudited financial statements have been prepared in
accordance with accounting principles generally accepted in the United States of
America for interim financial information and with the instructions to Form 10-Q
for quarterly  reports under Section 13 or 15(d) of the Securities  Exchange Act
of 1934.  Accordingly,  they do not include all of the information and footnotes
required by  accounting  principles  generally  accepted in the United States of
America for complete  financial  statements.  In the opinion of management,  all
adjustments (consisting of normal recurring accruals) considered necessary for a
fair  presentation  have been included.  Operating  results for the three months
ended June 30, 2002 are not  necessarily  indicative  of the results that may be
expected  for the fiscal year ending March 31,  2003.  For further  information,
refer  to  the  financial  statements  and  footnotes  thereto  included  in the
Partnership's  annual  report on Form 10-K for the fiscal  year ended  March 31,
2002.

Organization
------------

WNC Housing Tax Credit Fund VI, L.P., Series 5, a California Limited Partnership
(the "Partnership"),  was formed on March 3, 1997 under the laws of the state of
California,  and commenced  operations on August 29, 1997. The  Partnership  was
formed to invest primarily in other limited  partnerships and limited  liability
companies (the "Local Limited  Partnerships") which own and operate multi-family
housing  complexes  (the  "Housing  Complex")  that are  eligible for low income
housing credits.  The local general  partners (the "Local General  Partners") of
each Local Limited Partnership retain responsibility for maintaining,  operating
and managing the Housing Complex.

The general partner of the Partnership is WNC & Associates, Inc. ("Associates").
The chairman and president own  substantially  all of the  outstanding  stock of
Associates.  The  business of the  Partnership  is conducted  primarily  through
Associates, as the Partnership has no employees of its own.

The Partnership shall continue in full force and effect until December 31, 2052,
unless terminated prior to that date,  pursuant to the partnership  agreement or
law.

The  partnership  agreement  authorized the sale of up to 25,000 units at $1,000
per Unit  ("Units").  The  offering of Units  concluded on July 9, 1998 at which
time 25,000 Units representing  subscriptions in the amount of $24,918,175,  net
of discount of $54,595 for volume  purchases  and $27,230 for dealer  discounts,
had been accepted.  The General  Partner has a 1% interest in operating  profits
and losses,  taxable income and losses,  in cash available for distribution from
the  Partnership  and tax credits.  The limited  partners  will be allocated the
remaining 99% interest in proportion to their respective investments.

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 4) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.


                                       7
<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2002
                                   (unaudited)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
--------------------------------------------------------------

Risks and Uncertainties
-----------------------

The Partnership's  investments in Local Limited  Partnerships are subject to the
risks incident to the management and ownership of low-income  housing and to the
management and ownership of multi-unit  residential  real estate.  Some of these
risks  are that the low  income  housing  credit  could be  recaptured  and that
neither the  Partnership's  investments  nor the Housing  Complexes owned by the
Local Limited Partnerships will be readily marketable. To the extent the Housing
Complexes  receive  government  financing  or operating  subsidies,  they may be
subject to one or more of the following risks: difficulties in obtaining tenants
for the Housing Complexes; difficulties in obtaining rent increases; limitations
on cash distributions; limitations on sales or refinancing of Housing Complexes;
limitations on transfers of Local Limited Partnership Interests;  limitations on
removal of Local General Partners; limitations on subsidy programs; and possible
changes in applicable regulations.  The Housing Complexes are or will be subject
to  mortgage  indebtedness.  If a Local  Limited  Partnership  does not make its
mortgage payments, the lender could foreclose resulting in a loss of the Housing
Complex  and  low-income  housing  credits.  As a limited  partner  of the Local
Limited Partnerships, the Partnership will have very limited rights with respect
to management of the Local  Limited  Partnerships,  and will rely totally on the
Local General  Partners of the Local Limited  Partnerships for management of the
Local Limited Partnerships.  The value of the Partnership's  investments will be
subject  to  changes  in  national  and  local  economic  conditions,  including
unemployment  conditions,  which could adversely  impact vacancy levels,  rental
payment  defaults and operating  expenses.  This, in turn,  could  substantially
increase  the  risk of  operating  losses  for  the  Housing  Complexes  and the
Partnership.  In addition,  each Local Limited  Partnership  is subject to risks
relating  to  environmental  hazards  and  natural  disasters,  which  might  be
uninsurable. Because the Partnership's operations will depend on these and other
factors  beyond  the  control  of the  General  Partner  and the  Local  General
Partners,  there can be no assurance  that the  anticipated  low income  housing
credits will be available to Limited Partners.

In addition,  Limited  Partners are subject to risks in that the rules governing
the low income  housing  credit are  complicated,  and the use of credits can be
limited.  The only  material  benefit from an investment in Units may be the low
income housing credits. There are limits on the transferability of Units, and it
is unlikely that a market for Units will develop.  All management decisions will
be made by the General Partner.

Method of Accounting for Investments in Limited Partnerships
------------------------------------------------------------

The Partnership  accounts for its investments in limited  partnerships using the
equity method of  accounting,  whereby the  Partnership  adjusts its  investment
balance for its share of the Local Limited  Partnership's  results of operations
and for any distributions received. The accounting policies of the Local Limited
Partnership's  are consistent with those of the  Partnership.  Costs incurred by
the  Partnership  in acquiring the  investments  are  capitalized as part of the
investment account and are being amortized over 30 years (see Note 2).

Offering Expenses
-----------------

Offering  expenses consist of underwriting  commissions,  legal fees,  printing,
filing and recordation fees, and other costs incurred in connection with selling
limited  partnership  interests  in the  Partnership.  The  General  Partner  is
obligated  to pay all  offering  and  organization  costs  in  excess  of  14.5%
(including sales commissions) of the total offering proceeds.  Offering expenses
are  reflected  as a reduction  of limited  partners'  capital  and  amounted to
$3,357,441 as of June 30, 2002 and March 31, 2002.

                                       8

<PAGE>


                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2002
                                   (unaudited)

NOTE 1 -  SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES, continued
---------------------------------------------------------------

Use of Estimates
----------------

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure 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 materially differ from those
estimates.

Cash and Cash Equivalents
-------------------------

The  Partnership   considers  all  highly  liquid   investments  with  remaining
maturities of three months or less when purchased to be cash equivalents.  As of
June 30, 2002 and March 31, 2002, the Partnership had $0 cash equivalents.

Concentration of Credit Risk
----------------------------

At June 30, 2002 and March 31, 2002, the Partnership maintained cash balances at
certain financial institutions in excess of the federally insured maximum.

Net Loss Per Weighted Limited Partner Unit
------------------------------------------

Net loss per weighted  limited partner unit is calculated  pursuant to Statement
of Financial Accounting Standards No. 128, Earnings Per Share. Net loss per unit
includes no dilution  and is computed  by  dividing  loss  available  to limited
partners by the weighted average number of units outstanding  during the period.
Calculation of diluted net loss per unit is not required.

Reporting Comprehensive Income
------------------------------

The  Statement of Financial  Accounting  Standards  ("SFAS") No. 130,  Reporting
Comprehensive  Income  established  standards  for the  reporting and display of
comprehensive  income (loss) and its components in a full set of general-purpose
financial statements. The Partnership had no items of other comprehensive income
for all periods presented, as defined by SFAS No. 130.

New Accounting Pronouncement
----------------------------

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after  December 15, 2001,  and generally,  is to be applied  prospectively.  The
Partnership  does  not  expect  SFAS  144  to  have  a  material  impact  on the
Partnership's financial position or results of operations.

Reclassification
----------------

Certain  prior  period  balances  have  been  reclassified  to  conform  to  the
presentation for the three months ended June 30, 2002.

                                       9
<PAGE>

                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2002
                                   (unaudited)


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS
--------------------------------------------

As of June 30, 2002 and March 31, 2002,  the  Partnership  had acquired  limited
partnership interests in 15 Local Limited  Partnerships,  each of which owns one
Housing  Complex  consisting  of  an  aggregate  of  624  apartment  units.  The
respective  general  partners  of the  Local  Limited  Partnerships  manage  the
day-to-day  operations of the entities.  Significant  Local Limited  Partnership
business decisions require approval from the Partnership.  The Partnership, as a
limited partner, is generally entitled to 99%, as specified in the Local Limited
Partnership agreements,  of the operating profits and losses, taxable income and
losses and tax credits of the Local Limited Partnerships.

As of August 20,  2002,  the  Partnership  had not  obtained  audited  financial
statements for one of its investments,  Mansur Wood Living Center, L.P. ("Mansur
Wood"),  as of and for the year  ended  December  31,  2001.  As a  result,  the
Partnership  has not included the  financial  information  of Mansur Wood in the
combined condensed  statement of operations  presented herein. The Partnership's
investment in Mansur Wood totaled  $5,354,000  (unaudited) at June 30, 2002. The
Partnership's  estimate of its interest in the results of  operations  of Mansur
Wood totaled  $(125,000)  (unaudited)  for the period  ended June 30, 2002.  The
combined  condensed  statement of operations  presented herein for June 30, 2001
previously  included  a net loss of  $111,000  for  Mansur  Wood.  The  combined
condensed  financial  information  presented in this  footnote for 2001 has been
restated to exclude the accounts of Mansur Wood.

Equity  in  losses  of the  Local  Limited  Partnerships  is  recognized  in the
financial  statements until the related  investment account is reduced to a zero
balance. Losses incurred after the investment account is reduced to zero are not
recognized. If the Local Limited Partnerships report net income in future years,
the  Partnership  will resume applying the equity method only after its share of
such net  income  equals  the share of net  losses  not  recognized  during  the
period(s) the equity method was suspended.

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are  recognized as income.  As of June 30, 2002, no investment  accounts in
Local Limited Partnerships reached a zero balance.

The following is a summary of the equity method  activity of the  investments in
limited partnerships as of:
<TABLE>
<CAPTION>

                                                            For the Three Months         For the Year
                                                                    Ended                    Ended
                                                                June 30, 2002           March 31, 2002
                                                            ----------------------     ------------------

<S>                                                       <C>                        <C>
Investments  in  limited  partnerships,   beginning  of
period                                                    $           16,200,256     $       17,555,917
Capital contributions  paid, net                                               -                 84,500
Equity in losses of limited partnerships                                (355,013)            (1,365,625)
Distributions received from limited partnerships                               -                (10,000)
Amortization of capitalized acquisition fees and costs                   (16,134)               (64,536)
                                                            ----------------------     ------------------

Investments in limited partnerships, end of period        $           15,829,109     $       16,200,256
                                                            ======================     ==================
</TABLE>


                                       10
<PAGE>



                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2002
                                   (unaudited)


NOTE 2 - INVESTMENTS IN LIMITED PARTNERSHIPS, continued
-------------------------------------------------------

Selected financial information for the three months ended June 30, 2002 from the
combined  financial  statements of the Local Limited  Partnerships  in which the
Partnership has invested is as follows (combined condensed financial information
for Mansur Wood Living  Center,  L.P. has been  excluded  from the  presentation
below):
<TABLE>
<CAPTION>

                   COMBINED CONDENSED STATEMENT OF OPERATIONS
                                                                   2002                   2001
                                                            -------------------     -----------------
                                                                                       (Restated)

<S>                                                       <C>                    <C>
Revenues                                                  $           563,000    $          486,000
                                                            -------------------     -----------------
Expenses:
  Interest expense                                                    163,000               173,000
  Depreciation and amortization                                       222,000               224,000
  Operating expenses                                                  409,000               388,000
                                                            -------------------     -----------------
Total expenses                                                        794,000               785,000
                                                            -------------------     -----------------

Net loss                                                  $          (231,000)   $         (299,000)
                                                            ===================     =================
Net loss allocable to the Partnership,
  before equity in losses of Mansur Wood                  $          (230,000)   $         (298,000)
                                                            ===================     =================
Net loss recorded by the Partnership,
  before equity in losses of Mansur Wood                             (230,000)             (298,000)

Net loss of Mansur Wood
  recorded by the Partnership (unaudited)                            (125,000)             (111,000)
                                                            -------------------     -----------------
Net loss recorded by the Partnership                      $          (355,000)   $         (409,000)
                                                            ===================     =================
</TABLE>

Certain Local Limited  Partnerships have incurred  significant  operating losses
and  have  working  capital  deficiencies.  In the  event  these  Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired, and the loss and recapture of the related tax credits could occur.

NOTE 3 - RELATED PARTY TRANSACTIONS
-----------------------------------

The Partnership has no officers,  employees,  or directors.  However,  under the
terms of the  Partnership  Agreement the Partnership is obligated to the General
Partner or its affiliates for the following fees:

(a)  An annual asset  management  fee not to exceed 0.2% of the invested  assets
     (defined as the Partnership's  capital  contributions  plus reserves of the
     Partnership of up to 5% of gross proceeds plus its allocable  percentage of
     the mortgage debt  encumbering the housing  complexes) of the Local Limited
     Partnerships.  Management  fees of $17,517  were  incurred  for each of the
     three months ended June 30, 2002 and 2001, of which $0 and $16,795 was paid
     during the three months ended June 30, 2002 and 2001, respectively.

(b)  A subordinated  disposition fee in an amount equal to 1% of the sales price
     of real estate  sold.  Payment of this fee is  subordinated  to the limited
     partners  receiving a preferred return of 12% through December 31, 2008 and
     6% thereafter (as defined in the Partnership Agreement) and is payable only
     if the  General  Partner or its  affiliates  render  services  in the sales
     effort.
                                       11

<PAGE>




                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                       For the Quarter Ended June 30, 2002
                                   (unaudited)

NOTE 3 - RELATED PARTY TRANSACTIONS, continued
----------------------------------------------


Accrued fees and expenses due to the General Partner and affiliates consisted of
the following:
<TABLE>
<CAPTION>


                                                                  June 30, 2002              March 31, 2002
                                                              -----------------------       ------------------

<S>                                                        <C>                           <C>
       Advances from WNC                                   $                 123,513     $             92,041
       Asset management fee payable                                           94,954                   77,437
                                                              -----------------------       ------------------

         Total                                             $                 218,467     $            169,478
                                                              =======================       ==================
</TABLE>


The Partnership  currently has insufficient  working capital to fund operations.
WNC & Associates,  Inc. has agreed to provide advances sufficient enough to fund
the operations and working capital  requirements  of the partnership  through at
least August 20, 2003.

NOTE 4 - PAYABLES TO LIMITED PARTNERSHIPS
-----------------------------------------

Payables to limited  partnerships  represent  amounts,  which are due at various
times  based on  conditions  specified  in the  respective  limited  partnership
agreements.  These  contributions  are payable in installments and are generally
due upon the limited  partnerships  achieving certain  development and operating
benchmarks (generally within two years of the Partnership's initial investment).

NOTE 5 - INCOME TAXES
---------------------

No provision for income taxes has been recorded in the financial statements,  as
any  liability  for  income  taxes  is the  obligation  of the  partners  of the
Partnership.

NOTE 6 - ADVANCES TO LIMITED PARTNERSHIPS
-----------------------------------------

During the quarter ended June 30, 2002, the Partnership  advanced $19,000 to one
of the local limited  partnerships  in which it has an interest.  Through August
20, 2002,  an  additional  $15,000 has been  advanced to this same local limited
partnership.


                                       12

<PAGE>



Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations

Forward Looking Statements

With  the  exception  of  the  discussion  regarding   historical   information,
"Management's  Discussion  and  Analysis of Financial  Condition  and Results of
Operations"  and  other   discussions   elsewhere  in  this  Form  10-Q  contain
forward-looking  statements.  Such statements are based on current  expectations
subject to uncertainties and other factors,  which may involve known and unknown
risks that could cause actual  results of operations to differ  materially  from
those, projected or implied.  Further,  certain  forward-looking  statements are
based upon assumptions about future events, which may not prove to be accurate.

Risks and uncertainties inherent in forward-looking  statements include, but are
not  limited  to,  our  future  cash  flows and  ability  to  obtain  sufficient
financing, level of operating expenses, conditions in the low income housing tax
credit property market and the economy in general, as well as legal proceedings.
Historical  results are not necessarily  indicative of the operating results for
any future period.

Subsequent  written and oral  forward-looking  statements  attributable to us or
persons  acting on our behalf  are  expressly  qualified  in their  entirety  by
cautionary  statements  in this Form 10-Q and in other reports we filed with the
Securities and Exchange  Commission.  The following discussion should be read in
conjunction  with the  Consolidated  Financial  Statements and the Notes thereto
included elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
fiscal  quarters ended June 30, 2002 and 2001, and should be read in conjunction
with the condensed  financial  statements and accompanying notes included within
this report.

Financial Condition

The Partnership's assets at June 30, 2002 consisted primarily of $3,000 in cash,
$204,000 in restricted cash, aggregate  investments in the fifteen Local Limited
Partnerships of $15,829,000 and $27,000 in other assets. Liabilities at June 30,
2002 primarily consisted of $229,000 due to Local Limited Partnerships,  $95,000
in annual asset management fees,  $123,000 in advances and other payables due to
the General Partner or affiliates.

Results of Operations

Three Months  Ended June 30, 2002  Compared to Three Months Ended June 30, 2001.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2002 was
$(402,000),  reflecting a decrease of $(54,000) from the $(456,000) net loss for
the three months ended June 30, 2001. The change was due to a decrease in equity
in losses of Local Limited  Partnerships  of $(54,000)  from  $(409,000) for the
three months ended June 30, 2001 to  $(355,000)  for the three months ended June
30, 2002.

Cash Flows

Three Months  Ended June 30, 2002  Compared to Three Months Ended June 30, 2001.
Net  increase  in cash  during the three  months  ended June 30, 2002 was $2,000
compared  to net cash  decrease  for the three  months  ended  June 30,  2001 of
$(90,000)  reflecting  an increase of $92,000.  The  increase in net cash is due
primarily to $75,000  decrease in net cash used in investing  activities,  to $0
for the three  months  ended June 30, 2002 from  $(75,000)  for the three months
ended June 30, 2001. In addition, there was an approximately $17,000 decrease in
net cash used in operating  activities of $(15,000)  from the three months ended
June 30, 2001 to $2,000  cash  provided by  investing  activities  for the three
months ended June 30, 2002.


                                       13
<PAGE>


Item 2. Management's  Discussion and Analysis of Financial Condition and Results
        of Operations, Continued

During the three months ended June 30, 2002 accrued fees and expenses  increased
by $49,000 and consist  primarily of related party  management fees and advances
due to the General  Partner.  The General  Partner does not anticipate  that the
accrued fees and advances  will be paid until such time as capital  reserves are
in excess of foreseeable working capital requirements of the partnership

The  Partnership  does not expect its future cash flows,  together  with its net
available  assets  at June 30,  2002,  to be  sufficient  to meet all  currently
foreseeable future cash requirements.  Accordingly,  WNC & Associates,  Inc. has
agreed to provide advances  sufficient enough to fund the operations and working
capital requirements of the partnership through at least August 20, 2003.

Impact of New Accounting Pronouncement

In October 2001, the FASB issued Statement of Financial Accounting Standards No.
144,  "Accounting  for the  Impairment or Disposal of Long-Lived  Assets" ("SFAS
144"), which addresses  accounting and financial reporting for the impairment or
disposal of long-lived assets.  SFAS 144 is effective for fiscal years beginning
after  December 15, 2001,  and generally,  is to be applied  prospectively.  The
Partnership  does  not  expect  SFAS  144  to  have  a  material  impact  on the
Partnership's financial position or results of operations.


                                       14
<PAGE>


Item 3.   Quantitative and Qualitative Disclosures About Market Risks

          None.

Part II.  Other Information

Item 1.   Legal Proceedings

          None.

Item 6.   Exhibits and Reports on Form 8-K

          None.
                                       15

<PAGE>


Pursuant  to the  requirements  of the  Securities  Exchange  Act of  1934,  the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned, thereunto duly authorized.

WNC HOUSING TAX CREDIT FUND VI, L.P., Series 5

By:   WNC & Associates, Inc.        General Partner





By:  /s/Wilfred N. Cooper, Jr.
     -------------------------
Wilfred N. Cooper, Jr.,
President and Chief Operating Officer
WNC & Associates, Inc.

Date:  August 20, 2002





By:  /s/ Thomas J. Riha
     -------------------
Thomas J. Riha
Vice President and Chief Financial Officer
WNC & Associates, Inc.

Date:  August 20, 2002


                                       16
<PAGE>



                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report on Form 10-Q of WNC Housing Tax
Credit VI, L.P., Series 5 (the "Partnership") for the period ended June 30, 2002
as filed with the Securities and Exchange Commission on the date hereof (the
"Report"),  and  pursuant to 18 U.S.C.,  section  1350,  as adopted  pursuant to
section 906 of the Sarbanes-Oxley Act of 2002, I, Wilfred N. Cooper, Sr.,
Chairman and Chief Executive Officer of WNC & Associates, Inc., general partner
[of the general partner] of the Partnership, hereby certify that:

1.   The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects,   the  financial  condition  and  result  of  operations  of  the
     Partnership.


/s/WILFRED N. COOPER, SR.
-------------------------
Wilfred N. Cooper, Sr.
Chairman and Chief Executive Officer of WNC & Associates, Inc.
August 20, 2002




                            CERTIFICATION PURSUANT TO
                             18 U.S.C. SECTION 1350,
                             AS ADOPTED PURSUANT TO
                  SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002

         In connection with the Quarterly Report on Form 10-Q of WNC Housing Tax
Credit VI, L.P., Series 5 (the "Partnership") for the period ended June 30, 2002
as filed with the  Securities  and Exchange  Commission  on the date hereof (the
"Report"),  and  pursuant to 18 U.S.C.,  section  1350,  as adopted  pursuant to
section  906 of the  Sarbanes-Oxley  Act of  2002,  I,  Thomas  J.  Riha,  Chief
Financial  Officer of WNC & Associates,  Inc.,  general  partner [of the general
partner] of the Partnership, hereby certify that:

1.   The Report fully complies with the  requirements  of section 13(a) or 15(d)
     of the Securities Exchange Act of 1934; and

2.   The information  contained in the Report fairly  presents,  in all material
     respects,   the  financial  condition  and  result  of  operations  of  the
     Partnership.


/s/THOMAS J. RIHA
-----------------
Thomas J. Riha
Chief Financial Officer of WNC & Associates, Inc.
August 20, 2002


                                       17