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, 2006
                For the quarterly period ended September 30, 2006
                For the quarterly period ended December 31, 2006

                                       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: : 000-24855


                 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.)


                     17782 Sky Park Circle, Irvine, CA 92614
                   ( Address of principle executive offices )

                                 (714) 622-5565
                              ( Telephone Number )

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

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

Large accelerated filer___ Accelerated filer___

Non-accelerated filer___X__ Smaller reporting company___

Indicate by check mark whether the  registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act). 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 Quarterly periods Ended June 30, 2006, September 30, 2006
                              and December 31, 2006


PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

     Balance Sheets
        As of June 30, 2006, September 30, 2006, December 31, 2006 and
          March 31, 2006.......................................................3

     Statements of Operations
        For the Three Months Ended June 30, 2006 and 2005......................4
        For the Three and Six Months Ended September 30, 2006 and 2005.........5
        For the Three and Nine Months Ended December 31, 2006 and 2005.........6

     Statements of Partners' Equity (Deficit)
        For the Three Months Ended June 30, 2006 ..............................7
        For the Six Months Ended September 30, 2006 ...........................7
        For the Nine Months Ended December 31, 2006 ...........................7

     Statements of Cash Flows
        For the Three Months Ended June 30, 2006 and 2005......................8
        For the Six Months Ended September 30, 2006 and 2005...................9
        For the Nine Months Ended December 31, 2006 and 2005..................10

     Notes to Financial Statements............................................11

     Item 2. Management's Discussion and Analysis of Financial
        Condition and Results of Operations...................................21

     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......23

     Item 4.  Controls and Procedures  .......................................23

PART II. OTHER INFORMATION

     Item 1. Legal Proceedings................................................24

     Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.....24

     Item 3.  Defaults Upon Senior Securities.................................24

     Item 4.  Submission of Matters to a Vote of Security Holders.............24

     Item 5.  Other Information...............................................24

     Item 6. Exhibits.........................................................24

     Signatures...............................................................25


<PAGE>


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

                                 BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                                                December 31,
                                                 June 30, 2006        September 30, 2006            2006           March 31, 2006
                                              --------------------   ---------------------    -----------------   ------------------
                                             <S>                    <C>                      <C>                 <C>
Cash                                          $           126,033    $            174,489     $        162,387    $         125,887
Investments in Local Limited
  Partnerships, net (Note 2)                            9,236,753               8,991,529            8,746,305           10,041,847
                                              --------------------   ---------------------    -----------------   ------------------

Total Assets                                  $         9,362,786    $          9,166,018     $      8,908,692    $      10,167,734
                                              ====================   =====================    =================   ==================

LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Accrued fees and expenses due to
    General Partner and affiliates
    (Note 3)                                  $           816,754    $            834,253     $        840,956    $         798,373
                                              --------------------   ---------------------    -----------------   ------------------

Partners' equity (deficit):
  General Partner                                        (163,632)               (165,775)            (168,415)            (155,399)
   Limited Partners (25,000 Partnership Units
   authorized;25,000 Partnership Units issued
   and outstanding)                                     8,709,664               8,497,540            8,236,151            9,524,760
                                              --------------------   ---------------------    -----------------   ------------------

    Total Partners' Equity                              8,546,032               8,331,765            8,067,736            9,369,361
                                              --------------------   ---------------------    -----------------   ------------------
     Total Liabilities and Partners'Equity    $         9,362,786    $          9,166,018     $      8,908,692    $      10,167,734
                                              ====================   =====================    =================   ==================
</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, 2006 and 2005
                                   (unaudited)

<TABLE>
<CAPTION>

                                                      2006                              2005
                                                -----------------                -------------------

                                                  Three Months                      Three Months
                                                -----------------                -------------------
                                               <S>                             <C>
Reporting fees                                  $              -                $                 -
                                                -----------------                -------------------
Operating expenses:
  Amortization (Note 2)                                   15,855                             16,134
  Asset management fees (Note 3)                          17,517                             17,517
  Impairment loss                                        559,870                            759,132
  Legal and accounting fees                                  234                                  -
  Write off of advances to Local
     Limited Partnerships (Note 4)                             -                             21,500
  Other                                                      629                              1,929
                                                -----------------                -------------------

    Total operating expenses                             594,105                            816,212
                                                -----------------                -------------------

Loss from operations                                    (594,105)                          (816,212)

Equity in losses of Local
 Limited Partnerships (Note 2)                          (229,369)                          (233,575)

Interest income                                              145                                173
                                                -----------------                -------------------

Net loss                                        $       (823,329)               $        (1,049,614)
                                                =================                ===================

Net loss allocated to:
  General Partner                               $         (8,233)               $           (10,496)
                                                =================                ===================

  Limited Partners                              $       (815,096)               $        (1,039,118)
                                                =================                ===================

Net loss per
  Partnership  Unit                             $            (33)               $               (42)
                                                =================                ===================

Outstanding weighted
  Partnership  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)

                            STATEMENTS OF OPERATIONS
                    For the Three Months and Six Months Ended
                           September 30, 2006 and 2005
                                   (unaudited)

<TABLE>
<CAPTION>

                                                        2006                                       2005
                                        -------------------------------------     ---------------------------------------
                                             Three                 Six                 Three                  Six
                                             Months               Months              Months                 Months
                                        -----------------     ---------------     ----------------      -----------------
                                       <S>                   <C>                 <C>                   <C>
Reporting fees                          $        53,685       $      53,685       $       17,500        $        17,500
                                        -----------------     ---------------     ----------------      -----------------

Operating expenses:
  Amortization (Note 2)                          15,855              31,710               16,134                 32,268
  Asset management fees (Note 3)                 17,517              35,034               17,517                 35,034
  Impairment loss (Note 2)                            -             559,870                    -                759,132
  Legal and accounting fees                       2,625               2,859                  198                    198
  Write off of advances to Local
     Limited Partnerships (Note 4)                    -                   -               24,915                 46,415
  Other                                           2,759               3,388                  836                  2,765
                                        -----------------     ---------------     ----------------      -----------------
    Total operating expenses                     38,756             632,861               59,600                875,812
                                        -----------------     ---------------     ----------------      -----------------

Income (loss) from operations                    14,929            (579,176)             (42,100)              (858,312)

Equity in losses of Local
 Limited Partnerships (Note 2)                 (229,369)           (458,738)            (249,269)              (482,844)

Interest income                                     174                 318                  160                    333
                                        -----------------     ---------------     ----------------      -----------------
Net loss
                                        $      (214,266)      $  (1,037,596)      $     (291,209)            (1,340,823)
                                        =================     ===============     ================      =================

Net loss allocated to:
  General Partner                       $        (2,143)      $     (10,376)      $       (2,912)       $       (13,408)
                                        =================     ===============     ================      =================

  Limited Partners                      $      (212,123)      $  (1,027,220)      $     (288,297)       $    (1,327,415)
                                        =================     ===============     ================      =================

Net loss per
  Partnership Unit                      $            (8)      $         (41)      $          (12)       $           (53)
                                        =================     ===============     ================      =================

Outstanding weighted
  Partnership Units                              25,000              25,000               25,000                 25,000
                                        =================     ===============     ================      =================
</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 OPERATIONS
      For the Three Months and Nine Months Ended December 31, 2006 and 2005
                                   (unaudited)

<TABLE>
<CAPTION>

                                                      2006                                        2005
                                       -----------------------------------     ----------------------------------------
                                           Three                Nine                Three                    Nine
                                          Months               Months               Months                  Months
                                       --------------       --------------     -----------------         --------------
                                      <S>                  <C>                <C>                       <C>
Reporting fees                         $          -         $       53,685     $             -           $     17,500
                                       --------------       --------------     -----------------         --------------

Operating expenses:
  Amortization (Note 2)                      15,855               47,565                15,855                 48,123
  Asset management fees (Note 3)             17,517               52,551                17,517                 52,551
  Impairment loss (Note 2)                        -              559,870                     -                759,132
  Legal and accounting fees                     407                3,266                 5,090                  5,288
  Write off of advances to Local
     Limited Partnerships (Note 4)                -                    -                     -                 46,415
  Other                                       1,079                4,468                 1,833                  4,598
                                       --------------       --------------     -----------------         --------------

    Total operating expenses                 34,858              667,720                40,295                916,107
                                       --------------       --------------     -----------------         --------------

Loss from operations                        (34,858)            (614,035)              (40,295)              (898,607)

Equity in losses of Local
 Limited Partnerships (Note 2)             (229,369)            (688,107)             (215,708)              (698,552)

Interest income                                 199                  517                   149                    482
                                       --------------       --------------     -----------------         --------------

Net loss                               $   (264,028)        $  (1,301,625)     $      (255,854)          $ (1,596,677)
                                       ==============       ==============     =================         ==============

Net loss allocated to:
  General Partner                      $     (2,640)        $    (13,016)      $        (2,559)          $    (15,967)
                                       ==============        ==============     =================        ==============

  Limited Partners                     $   (261,388)        $  (1,288,609)     $      (253,295)          $ (1,580,710)
                                       ==============       ==============     =================         ==============

Net loss per
  Partnerships Units                   $        (10)        $        (52)      $           (10)          $        (63)
                                       ==============       ==============     =================         ==============
Outstanding weighted
  Partnership Units                          25,000               25,000                25,000                 25,000
                                       ==============       ==============     =================         ==============

</TABLE>

                 See accompanying notes to financial statements
                                       6
<PAGE>

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

                         STATEMENTS OF PARTNERS' EQUITY
  For the Three Months Ended June 30, 2006, Six Months Ended September 30, 2006
                     and Nine Months Ended December 31, 2006
                                   (unaudited)

<TABLE>
<CAPTION>

                                     For the Three Months Ended June 30, 2006
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                      <S>                  <C>                   <C>
Partners' equity (deficit) at March 31, 2006           $    (155,399)       $     9,524,760       $       9,369,361

Net loss                                                      (8,233)              (815,096)               (823,329)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at June 30, 2006            $    (163,632)       $     8,709,664       $       8,546,032
                                                       ===============      ================      ==================
</TABLE>

<TABLE>
<CAPTION>

                                    For the Six Months Ended September 30, 2006
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                      <S>                  <C>                   <C>
Partners' equity (deficit) at March 31, 2006           $    (155,399)       $    9,524,760        $       9,369,361

Net loss                                                     (10,376)           (1,027,220)              (1,037,596)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at September 30, 2006       $    (165,775)       $    8,497,540       $        8,331,765
                                                       ===============      ================      ==================
</TABLE>

<TABLE>
<CAPTION>

                                    For the Nine Months Ended December 31, 2006
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                      <S>                  <C>                   <C>
Partners' equity (deficit) at March 31, 2006           $     (155,399)      $     9,524,760       $       9,369,361

Net loss                                                      (13,016)           (1,288,609)             (1,301,625)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at December 31, 2006        $     (168,415)      $     8,236,151       $       8,067,736
                                                       ===============      ================      ==================

</TABLE>
                 See accompanying notes to financial statements
                                       7
<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, 2006 and 2005
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                            2006                 2005
                                                                        --------------      ---------------
                                                                      <S>                  <C>
Cash flows from operating activities:
  Net loss                                                              $   (823,329)       $   (1,049,614)
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
        Amortization                                                          15,855                16,134
        Equity in losses of Local Limited Partnerships                       229,369               233,575
        Advances made to Local Limited Partnerships                                -               (21,500)
        Write off of advances made to Local Limited Partnerships                   -                21,500
        Impairment loss                                                      559,870               759,132
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                     18,381                14,155
                                                                        --------------      ---------------
        Net cash provided by (used in) operating activities                      146               (26,618)
                                                                        --------------      ---------------
Net increase (decrease) in cash                                                  146               (26,618)

Cash, beginning of period                                                    125,887               157,680
                                                                        --------------      ---------------

Cash, end of period                                                     $    126,033        $      131,062
                                                                        ==============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                           $          -        $            -
                                                                        ==============      ===============
</TABLE>


                 See accompanying notes to financial statements
                                       8
<PAGE>

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

                            STATEMENTS OF CASH FLOWS
              For the Six Months Ended September 30, 2006 and 2005
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                            2006                 2005
                                                                        --------------      ---------------
                                                                      <S>                  <C>
Cash flows from operating activities:
  Net loss                                                             $   (1,037,596)      $   (1,340,823)
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
        Amortization                                                           31,710               32,268
        Equity in losses of Local Limited Partnerships                        458,738              482,844
        Impairment loss                                                       559,870              759,132
        Advances to Local Limited Partnerships                                      -              (46,415)
        Write off of advances to Local Limited Partnerships                         -               46,415
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                      35,880               30,118
                                                                        --------------      ---------------
        Net cash provided by (used in) operating activities                    48,602              (36,461)
                                                                        --------------      ---------------


Net increase (decrease) in cash                                                48,602              (36,461)

Cash, beginning of period                                                     125,887              157,680
                                                                        --------------      ---------------

Cash, end of period                                                     $     174,489       $      121,219
                                                                        ==============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                           $           -       $            -
                                                                        ==============      ===============
</TABLE>
                 See accompanying notes to financial statements
                                       9
<PAGE>


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

                            STATEMENTS OF CASH FLOWS
              For the Nine Months Ended December 31, 2006 and 2005
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                            2006                 2005
                                                                        --------------      ---------------
                                                                       <S>                 <C>
Cash flows from operating activities:
  Net loss                                                              $  (1,301,625)      $   (1,596,677)
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
        Amortization                                                           47,565               48,123
        Equity in losses of Local Limited Partnerships                        688,107              698,552
        Impairment loss                                                       559,870              759,132
        Advances to Local Limited Partnerships                                      -             (46,415)
        Write off of advances to Local Limited Partnerships                         -               46,415
        Change in due from affiliates                                               -               11,114
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                      42,583               47,260
                                                                        --------------      ---------------
        Net cash provided by (used in) operating activities                    36,500              (32,496)
                                                                        --------------      ---------------


Net increase (decrease) in cash                                                36,500              (32,496)

Cash, beginning of period                                                     125,887              157,680
                                                                        --------------      ---------------

Cash, end of period                                                    $      162,387      $       125,184
                                                                        ==============      ===============

SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                          $            -       $            -
                                                                        ==============      ===============
</TABLE>


                 See accompanying notes to financial statements
                                       10

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (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, 2006,  six months ended  September 30, 2006 and nine months ended
December  31, 2006 are not  necessarily  indicative  of the results  that may be
expected  for the fiscal year ending March 31,  2007.  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,
2006.

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

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

The general partner of the Partnership is WNC & Associates,  Inc.  ("Associates"
the  "General   Partner").   The  chairman  and  president  of  Associates   own
substantially  all of the outstanding  stock of Associates.  The business of the
Partnership  is  conducted   primarily  through  the  General  Partner,  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 financial  statements  include only activity relating to the business of the
Partnership,  and do not give  effect to any assets that the  partners  may have
outside of their interests in the Partnership, or to any obligations,  including
income taxes, of the partners.

The Partnership  Agreement  authorized the sale of up to 25,000 units of limited
partnership interest  ("Partnership  Units") at $1,000 per Partnership Unit. The
offering  of  Partnership  Units has  concluded  and 25,000  Partnership  Units,
representing  subscriptions  in the  amount of  $24,918,175,  net of dealer  and
volume  discounts  of $81,825 had been  accepted.  The General  Partner has a 1%
interest  in  operating  profits  and losses,  taxable  income and losses,  cash
available  for  distribution  from the  Partnership  and Low Income  Housing Tax
Credits of the  Partnership.  The  investors  (the "limited  partners")  will be
allocated the  remaining  99% of these items in  proportion to their  respective
investments.

The proceeds from the  disposition of any of the Housing  Complexes will be used
first to pay  debts and  other  obligations  per the  respective  Local  Limited
Partnership  Agreement.  Any  remaining  proceeds  will  then  be  paid  to  the
Partnership.  The sale of a Housing Complex may be subject to other restrictions
and  obligations.  Accordingly,  there can be no assurance  that a Local Limited
Partnership will be able to sell its Housing Complex.  Even if it does so, there
can be no assurance that any significant  amounts of cash will be distributed to
the Partnership.  Should such distributions  occur, the Limited Partners will be
entitled to receive  distributions  from the proceeds remaining after payment of
Partnership   obligations   and  funding   reserves,   equal  to  their  capital
contributions  and their  return on  investment  (as defined in the  Partnership


                                       11


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

Agreement). The General Partner would then be entitles to receive proceeds equal
to their  capital  contributions  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.

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

An investment in the  Partnership  and the  Partnership's  investments  in Local
Limited  Partnerships  and their Housing  Complexes are subject to risks.  These
risks may impact the tax benefits of an investment in the  Partnership,  and the
amount of proceeds  available for distribution to the Limited Partners,  if any,
on liquidation of the Partnership's investments. Some of those risks include the
following:

The  Low  Income   Housing  Tax  Credits   rules  are   extremely   complicated.
Noncompliance  with these rules results in the loss of future Low Income Housing
Tax  Credits  and the  fractional  recapture  of Low Income  Housing Tax Credits
already taken. In most cases the annual amount of Low Income Housing Tax Credits
that an  individual  can use is limited to the tax liability due on the person's
last $25,000 of taxable income. The Local Limited  Partnerships may be unable to
sell the Housing  Complexes  at a price which  would  result in the  Partnership
realizing cash distributions or proceeds from the transaction.  Accordingly, the
Partnership  may be unable to distribute any cash to its limited  partners.  Low
Income  Housing Tax Credits may be the only  benefit from an  investment  in the
Partnership.

The Partnership has invested in a limited number of Local Limited  Partnerships.
Such  limited  diversity  means that the  results of  operation  of each  single
Housing  Complex  will have a greater  impact on the  Partnership.  With limited
diversity,   poor   performance   of  one  Housing   Complex  could  impair  the
Partnership's ability to satisfy its investment objectives. Each Housing Complex
is subject to mortgage  indebtedness.  If a Local Limited  Partnership failed to
pay its  mortgage,  it  could  lose  its  Housing  Complex  in  foreclosure.  If
foreclosure  were to occur during the first 15 years,  the loss of any remaining
future Low Income  Housing Tax  Credits,  a  fractional  recapture  of prior Low
Income Housing Tax Credits,  and a loss of the Partnership's  investment in the
Housing  Complex  would  occur.  The  Partnership  is  a  limited  partner  or a
non-managing  member  of  each  Local  Limited  Partnership. Accordingly,  the
Partnership  will have very  limited  rights with respect to  management  of the
Local  Limited  Partnerships.  The  Partnership  will rely  totally on the Local
General  Partners.  Neither  the  Partnership's  investments  in  Local  Limited
Partnerships,  nor  the  Local  Limited  Partnerships'  investments  in  Housing
Complexes,  are 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 interests in Local Limited Partnerships; limitations
on removal of Local  General  Partners;  limitations  on subsidy  programs;  and
possible changes in applicable regulations. Uninsured casualties could result in
loss of property and Low Income  Housing Tax Credits and recapture of Low Income
Housing Tax  Credits  previously  taken.  The value of real estate is subject to
risks  from  fluctuating  economic   conditions,   including  employment  rates,
inflation,  tax, environmental,  land use and zoning policies, supply and demand
of similar properties, and neighborhood conditions, among others.

The  ability of Limited  Partners to claim tax losses  from the  Partnership  is
limited.  The IRS may audit the  Partnership or a Local Limited  Partnership and
challenge the tax treatment of tax items.  The amount of Low Income  Housing Tax
Credits and tax losses allocable to the limited partners could be reduced if the
IRS were  successful  in such a  challenge.  The  alternative  minimum tax could
reduce tax benefits from an investment in the  Partnership.  Changes in tax laws
could also impact the tax benefits from an investment in the Partnership  and/or
the value of the Housing Complexes.

                                       12


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

No trading  market for the  Partnership  Units exists or is expected to develop.
Limited  Partners  may be unable to sell  their  Partnership  Units  except at a
discount  and  should  consider  their  Partnership  Units  to  be  a  long-term
investment.  Individual  Limited Partners will have no recourse if they disagree
with actions authorized by a vote of the majority of Limited Partners.

The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates  has agreed to continue  providing  advances  sufficient
enough  to  fund  the  operations  and  working  capital   requirements  of  the
Partnership through April 30, 2009.

Anticipated  future and  existing  cash  resources  of the  Partnership  are not
sufficient   to  pay  existing   liabilities   of  the   Partnership.   However,
substantially all of the existing  liabilities of the Partnership are payable to
the General  Partner and/or its  affiliates.  Though the amounts  payable to the
General Partner and/or its affiliates are contractually  currently payable,  the
Partnership  anticipates that the General Partner and/or its affiliates will not
require the payment of these contractual  obligations until capital reserves are
in excess of the aggregate of then  existing  contractual  obligations  and then
anticipated future foreseeable  obligations of the Partnership.  The Partnership
would be adversely  affected  should the General  Partner  and/or its affiliates
demand current  payment of the existing  contractual  obligations and or suspend
services for this or any other reason.

Exit Strategy
-------------

The IRS  compliance  period for  Low-Income  Housing  Tax Credit  properties  is
generally  15 years from  occupancy  following  construction  or  rehabilitation
completion.  Associates was one of the first in the industry to offer syndicated
investments  using the Low Income Housing Tax Credits.  The initial programs are
completing their compliance  periods. As of December 31, 2006, none of the Local
Limited Partnerships had completed the 15 year compliance period.

With  that in  mind,  the  Partnership  is  continuing  to  review  the  Housing
Complexes,  with special  emphasis on the more mature Housing  Complexes such as
any that have satisfied the IRS compliance  requirements.  The review  considers
many factors, including extended use requirements (such as those due to mortgage
restrictions  or state  compliance  agreements),  the  condition  of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.

Upon  identifying  those  Housing  Complexes  with the highest  potential  for a
successful sale, refinancing or syndication,  the Partnership expects to proceed
with  efforts to  liquidate  them.  The  objective  is to  maximize  the Limited
Partners'  return  wherever   possible  and,   ultimately,   to  wind  down  the
Partnership.  Local Limited Partnership interests may be disposed of any time by
the  General  Partner  in its  discretion.  While  liquidation  of  the  Housing
Complexes continues to be evaluated,  the dissolution of the Partnership was not
imminent as of December 31, 2006.  As of December 31, 2006 no Housing  Complexes
had been sold or selected for disposition.

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

The Partnership accounts for its investments in Local Limited Partnerships using
the equity method of accounting,  whereby the Partnership adjusts its investment
balance for its share of the Local Limited  Partnerships'  results of operations
and for any  contributions  made and  distributions  received.  The  Partnership
reviews the  carrying  amount of an  individual  investment  in a Local  Limited
Partnership for possible  impairment whenever events or changes in circumstances
indicate that the carrying  amount of such  investment  may not be  recoverable.
Recoverability  of such investment is measured by the estimated value derived by
management,  generally  consisting of the sum of the remaining future Low Income
Housing  Tax  Credits  estimated  to be  allocable  to the  Partnership  and the
estimated  residual value to the Partnership.  If an investment is considered to
be impaired, the Partnership reduces the carrying value of its investment in any
such Local Limited  Partnership.  The  accounting  policies of the Local Limited
Partnerships,  generally,  are  expected  to be  consistent  with  those  of the


                                       13

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

Partnership.  Costs incurred by the Partnership in acquiring the investments are
capitalized as part of the investment and are being amortized over 30 years (see
Note 2).

"Equity in losses of Local Limited  Partnerships"  for each of the periods ended
December 31, 2006, September 30, 2006, June 30, 2006 and 2005, respectively have
been recorded by the Partnership.  Management's  estimate for the three, six and
nine-month  period is based on either actual  unaudited  results reported by the
Local Limited  Partnerships or historical  trends in the operations of the Local
Limited Partnerships.  In subsequent annual financial statements, upon receiving
the actual annual results reported by the Local Limited Partnerships, management
reverses its prior estimate and records the actual results reported by the Local
Limited  Partnerships.  Equity in losses  from the  Local  Limited  Partnerships
allocated  to the  Partnership  are  not  recognized  to  the  extent  that  the
investment  balance  would be  adjusted  below zero.  As soon as the  investment
balance reaches zero, the related costs of acquiring the investment are impaired
(see Note 2). If the Local  Limited  Partnerships  reported 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 (see Note 2).

The  Partnership  does not  consolidate the accounts and activities of the Local
Limited  Partnerships,  which are considered  Variable  Interest  Entities under
Financial    Accounting   Standards   Board   Interpretation   No.   46-Revised,
"Consolidation  of Variable Interest  Entities",  because the Partnership is not
considered the primary beneficiary.  The Partnership's balance in investments in
Local Limited Partnerships, plus the risk of recapture of tax credits previously
recognized  on such  investments,  represents  the  maximum  exposure to loss in
connection  with such  investments.  The  Partnership's  exposure to loss on the
Local  Limited   Partnerships  is  mitigated  by  the  condition  and  financial
performance of the underlying  Housing  Complexes as well as the strength of the
Local  General  Partners  and their  guarantees  against Low Income  Housing Tax
Credit recapture.

Distributions  received by the  Partnership  are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are  recognized  as  distribution  income.  For all periods  presented  two
investment accounts in Local Limited Partnerships had reached a zero balance.

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 original maturities
of three months or less when purchased to be cash  equivalents.  For all periods
presented, the Partnership had no cash equivalents.

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.

                                       14


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

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

For all periods presented,  the Partnership  maintained cash balances at certain
financial   institutions  in  excess  of  the  federally  insured  maximum.  The
Partnership  believes it is not  exposed to any  significant  financial  risk on
cash.

Income Taxes
------------

No provision for income taxes has been  recorded in the financial  statements as
any  liability  and or benefits  for income  taxes flows to the  partners of the
Partnership and is their obligation and/or benefit.  For income tax purposes the
Partnership reports on a calendar year basis.

Net Loss Per Partnership Unit
-----------------------------

Net loss per Partnership  Unit is calculated  pursuant to Statement of Financial
Accounting  Standards No. 128, Earnings Per Share. Net loss per Partnership Unit
includes no dilution  and is computed  by  dividing  loss  allocated  to Limited
Partners by the weighted average number of Partnership Units outstanding  during
the  period.  Calculation  of  diluted  net  loss  per  Partnership  Unit is not
required.

Amortization
------------

Acquisition  fees  and  costs  are  being  amortized  over 30  years  using  the
straight-line  method.  Amortization expense for the three months ended June 30,
2006 and 2005 was $15,855 and  $16,134,  respectively.  For the six months ended
September  30,  2006 and  2005  amortization  expense  was  $31,710  and$32,268,
respectively,  and for the nine months  ended  December 31, 2006 and 2005 it was
$47,565 and $48,123, respectively.

Impairment
----------

A loss in value from Local Limited Partnership other than a temporary decline is
recorded  as an  impairment  loss.  Impairment  is  measured  by  comparing  the
investment  carrying  amount to the sum of the total of the remaining Low Income
Housing Tax Credits and the estimated residual value.

Revenue Recognition
-------------------

The  Partnership  is entitled to receive  reporting  fees from the Local Limited
Partnerships.  The  intent  of  the  reporting  fees  is  to  offset  (in  part)
administrative costs incurred by the Partnership in corresponding with the Local
Limited  Partnerships.  Due to the  uncertainty of the collection of these fees,
the Partnership recognizes reporting fees as collections are made.

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

As of the periods  presented,  the Partnership had acquired limited  partnership
interests in fifteen Local Limited Partnerships,  each of which owns one Housing
Complex  consisting of an aggregate of 624 apartment units. The respective Local
General  Partners  of the  Local  Limited  Partnerships  manage  the  day to day
operations  of the entities.  Significant  Local  Limited  Partnership  business
decisions, as defined,  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.


                                       15


<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

A loss in value from a Local Limited  Partnership other than a temporary decline
is recorded as an  impairment  loss.  Impairment  is measured by  comparing  the
investment  carrying  amount to the sum of the total amount of the remaining Low
Income  Housing Tax  Credits  allocated  to the  Partnership  and the  estimated
residual  value of the  investment.  Accordingly,  the  Partnership  recorded an
impairment loss of $559,870 and $759,132, during the three months ended June 30,
2006 and 2005, respectively.  There were no additional impairment losses for the
periods ended September 30, 2006 and 2005 and December 31, 2006 and 2005.

The following is a summary of the equity method  activity of the  investments in
Local Limited Partnerships for the periods presented below:

<TABLE>
<CAPTION>

                                                                  For the Three              For the Year
                                                                   Months Ended                  Ended
                                                                  June 30, 2006             March 31, 2006
                                                              -----------------------      ------------------
                                                              <S>                         <C>
     Investments per balance sheet, beginning of period        $         10,041,847        $     11,792,881
     Impairment loss                                                       (559,870)               (759,132)
     Equity in losses of Local Limited Partnerships                        (229,369)               (927,925)
     Amortization of capitalized acquisition fees and
     costs                                                                  (15,855)                (63,977)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period              $          9,236,753        $     10,041,847
                                                                =====================      ==================
</TABLE>

<TABLE>
<CAPTION>

                                                                   For the Six               For the Year
                                                                   Months Ended                  Ended
                                                                September 30, 2006          March 31, 2006
                                                              -----------------------      ------------------
                                                              <S>                         <C>
     Investments per balance sheet, beginning of period        $         10,041,847        $     11,792,881
     Impairment loss                                                       (559,870)               (759,132)
     Equity in losses of Local Limited Partnerships                        (458,738)               (927,925)
     Amortization of capitalized acquisition fees and
     costs                                                                  (31,710)                (63,977)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period              $          8,991,529        $     10,041,847
                                                                =====================      ==================
</TABLE>

<TABLE>
<CAPTION>

                                                                   For the Nine              For the Year
                                                                   Months Ended                  Ended
                                                                December 31, 2006           March 31, 2006
                                                              -----------------------      ------------------
                                                              <S>                         <C>
     Investments per balance sheet, beginning of period        $         10,041,847        $     11,792,881
     Impairment loss                                                       (559,870)               (759,132)
     Equity in losses of Local Limited Partnerships                        (688,107)               (927,925)
     Amortization of capitalized acquisition fees and
     costs                                                                  (47,565)                (63,977)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period              $          8,746,305        $     10,041,847
                                                                =====================      ==================
</TABLE>

                                       16

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

<TABLE>
<CAPTION>

                                                                        For the Three Months       For the Year Ended
                                                                               Ended
                                                                           June 30, 2006             March 31, 2006
                                                                       -----------------------     --------------------
                                                                      <S>                         <C>
Investments in Local Limited Partnerships, net                         $            7,857,781      $          8,647,020
Acquisition fees and costs, net of accumulated amortization of
$556,762 and $540,907                                                               1,378,972                 1,394,827
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                           $            9,236,753      $         10,041,847
                                                                       =======================     ====================
</TABLE>

<TABLE>
<CAPTION>

                                                                         For the Six Months        For the Year Ended
                                                                               Ended
                                                                         September 30, 2006          March 31, 2006
                                                                       -----------------------     --------------------
                                                                      <S>                         <C>
Investments in Local Limited Partnerships, net                         $            7,628,412      $          8,647,020
Acquisition fees and costs, net of accumulated amortization of
$572,617 and $540,907                                                               1,363,117                 1,394,827
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                           $            8,991,529      $         10,041,847
                                                                       =======================     ====================
</TABLE>

<TABLE>
<CAPTION>

                                                                        For the Nine Months        For the Year Ended
                                                                               Ended
                                                                         December 31, 2006           March 31, 2006
                                                                       -----------------------     --------------------
                                                                      <S>                          <C>
Investments in Local Limited Partnerships, net                         $            7,399,043      $         8,647,020
Acquisition fees and costs, net of accumulated amortization of
$588,472 and $540,907                                                               1,347,262                1,394,827
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                           $            8,746,305      $        10,041,847
                                                                       =======================     ====================
</TABLE>


                                       17

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

Selected financial information for the three months ended June 30, 2006 and 2005
from the unaudited combined condensed financial  statements of the Local Limited
Partnerships in which the Partnership has invested is as follows:

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                        2006                       2005
                                                               ----------------------      ------------------
                                                              <S>                         <C>
        Revenues                                               $             836,000       $         811,000
                                                               ----------------------      ------------------
        Expenses:
          Interest expense                                                   215,000                 223,000
          Depreciation and amortization                                      309,000                 310,000
          Operating expenses                                                 556,000                 513,000
                                                               ----------------------      ------------------
           Total expenses                                                  1,080,000               1,046,000
                                                               ----------------------      ------------------

        Net loss                                               $            (244,000)               (235,000)
                                                               ======================      ==================
                                                               $            (242,000)      $        (234,000)
        Net loss allocable to the Partnership
                                                               ======================      ==================
        Net loss recorded by the Partnership                   $            (229,000)      $        (234,000)
                                                               ======================      ==================
</TABLE>

Selected  financial  information for the six months ended September 30, 2006 and
2005 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                               2006                    2005
                                                                        -------------------    ---------------------
                                                                       <S>                    <C>
                Revenues                                                $        1,672,000     $          1,622,000
                                                                        -------------------    ---------------------
                Expenses:
                 Interest expense                                                  430,000                  446,000
                 Depreciation and amortization                                     618,000                  620,000
                 Operating expenses                                              1,112,000                1,025,000
                                                                        -------------------    ---------------------
                Total expenses                                                   2,160,000                2,091,000
                                                                        -------------------    ---------------------

                Net loss                                                $         (488,000)                (469,000)
                                                                        ===================    =====================
                                                                        $         (485,000)    $           (467,000)
                Net loss allocable to the Partnership
                                                                        ===================    =====================
                Net loss recorded by the Partnership                    $         (459,000)    $           (483,000)
                                                                        ===================    =====================
</TABLE>

Selected  financial  information for the nine months ended December 31, 2006 and
2005 from the unaudited  combined  condensed  financial  statements of the Local
Limited Partnerships in which the Partnership has invested is as follows:

                                       18

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

                   COMBINED CONDENSED STATEMENTS OF OPERATIONS
<TABLE>
<CAPTION>

                                                                         2006                     2005
                                                               ----------------------      ------------------
                                                              <S>                         <C>
        Revenues                                               $           2,508,000       $       2,433,000
                                                               ----------------------      ------------------
        Expenses:
          Interest expense                                                   646,000                 669,000
          Depreciation and amortization                                      927,000                 930,000
          Operating expenses                                               1,667,000               1,538,000
                                                               ----------------------      ------------------
        Total expenses                                                     3,240,000               3,137,000
                                                               ----------------------      ------------------

        Net loss                                               $            (732,000)               (704,000)
                                                               ======================      ==================
                                                               $            (727,000)      $        (701,000)
        Net loss allocable to the Partnership
                                                               ======================      ==================
        Net loss recorded by the Partnership                   $            (688,000)      $        (699,000)
                                                               ======================      ==================
</TABLE>

Certain Local Limited Partnerships incurred operating losses and/or 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  Partners  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
-----------------------------------

Under the terms of the  Partnership  Agreement,  the  Partnership has paid or is
obligated to the General Partner or its affiliates for the following fees:

     (a)  Acquisition  fees of up to 7% of the gross  proceeds  from the sale of
          Partnership  Units as compensation for services rendered in connection
          with the acquisition of Local Limited Partnerships.  At the end of all
          periods  presented,  the  Partnership  incurred  acquisition  fees  of
          $1,750,000.  Accumulated  amortization of these  capitalized costs was
          $511,949,  $497,364,  $482,779  and  $468,194 as of December 31, 2006,
          September 30, 2006, June 30, 2006 and March 31, 2006, respectively.

     (b)  Reimbursement of costs incurred by the General Partner or an affiliate
          of  Associates  in connection  with the  acquisition  of Local Limited
          Partnerships. These reimbursements have not exceeded 1.5% of the gross
          proceeds.  As of the end of all  periods  presented,  the  Partnership
          incurred  acquisition  costs of $185,734,  which have been included in
          investments in Local Limited  Partnerships.  Accumulated  amortization
          was $76,523,  $75,253,  $73,983,  and $72,713 as of December 31, 2006,
          September 30, 2006, June 30, 2006 and March 31, 2006, respectively.

     (c)  An  annual  asset  management  fee is an  amount  equal to 0.2% of the
          Invested  Assets of the  Partnership,  as defined.  "Invested  Assets"
          means  the  sum of  the  Partnership's  Investment  in  Local  Limited
          Partnerships  and the  Partnership's  allocable share of the amount of
          the  mortgage  loans  on and  other  debts  related  to,  the  Housing
          Complexes owned by such Local Limited  Partnerships.  Asset management
          fees of $17,517  were  incurred  during each of the three months ended
          June 30, 2006 and 2005. For each of the six months ended September 30,
          2006 and 2005,  the  Partnership  incurred  asset  management  fees of
          $35,034. Management fees of $52,551 were


                                       19

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
      For the Quarterly periods ended June 30, 2006, September 30, 2006 and
                                December 31, 2006
                                   (unaudited)

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

          incurred  during each of the nine months  ended  December 31, 2006 and
          2005. The  Partnership  paid the General Partner or its affiliates $ 0
          of those fees  during the three  months  ended June 30, 2006 and 2005.
          For  each of the six  months  ended  September  30,  2006 and 2005 the
          Partnership paid $0, of those fees. For the nine months ended December
          31, 2006 and 2005, the Partnership  paid $6,250 and $0,  respectively,
          of those fees.

     (d)  A subordinated  disposition  fee is an amount equal to 1% of the sales
          price of any real estate sold.  Payment of this fee is subordinated to
          the limited  partners  who  receive 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.  No such fees were
          earned for the periods presented.

     (e)  The  Partnership  reimburses the General Partner or its affiliates for
          operating  expenses  incurred on behalf of the Partnership.  Operating
          expense  reimbursements  were  approximately  $0 and $5,291 during the
          three months ended June 30, 2006 and 2005,  respectively.  For the six
          months ended  September 30, 2006 and 2005 the  Partnership  reimbursed
          operating expenses of approximately  $5,402 and $7,780,  respectively.
          For the nine  months  ended  December  31,  2006 and  2005,  operating
          expense reimbursements were $11,453 and $15,077, respectively.

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

                                               June 30, 2006       September 30,         December 31,        March 31, 2006
                                                                        2006                 2006
                                              ----------------    -----------------    -----------------     ---------------
                                             <S>                 <C>                  <C>                   <C>
       Accrued asset management fees          $       365,226     $        382,743     $        394,010      $      347,709
       Expenses paid by the General
       Partners    or   an affiliates
       on           behalf of the
       Partnership                                    451,528              451,510              446,946             450,664
                                              ----------------    -----------------    -----------------     ---------------
       Total                                  $       816,754     $        834,253     $        840,956      $      798,373
                                              ================    =================    =================     ===============
</TABLE>

The General  Partner and/or its affiliates do not anticipate  that these accrued
fees will be paid in full until such time as capital  reserves  are in excess of
future foreseeable working capital requirements of the Partnership.

NOTE 4 -ADVANCES TO LOCAL LIMITED PARTNERSHIPS
----------------------------------------------

The  Partnership  had made advances which were used to facilitate  timely escrow
payments.  No such advances were made to the Local Limited  Partnerships  during
the quarterly  periods ended June 30, 2006,  September 30, 2006 and December 31,
2006. As  of  December  31,  2006,   total  advances  made  to  Local  Limited
Partnerships  were $880,916,  all of which have been  reserved. The Partnership
determined  the   recoverability   of  these  advances  to  be  improbable  and,
accordingly, a reserve had been recorded.

                                       20

<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,  this
"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 the
Partnership  or persons  acting on its behalf are  expressly  qualified in their
entirety by  cautionary  statements in this Form 10-Q and in other reports filed
with the Securities and Exchange Commission.  The following discussion should be
read in conjunction with the Financial Statements and the Notes thereto included
elsewhere in this filing.

The following discussion and analysis compares the results of operations for the
three  months  ended  June 30,  2006 and 2005,  the three and six  months  ended
September  30, 2006 and 2005,  and the three and nine months ended  December 31,
2006 and 2005,  and should be read in  conjunction  with the combined  condensed
financial statements and accompanying notes included within this report.

Financial Condition

The  Partnership's  assets at June 30, 2006  consisted  primarily of $126,000 in
cash and aggregate  investments  in the fifteen Local  Limited  Partnerships  of
$9,237,000. Liabilities at June 30, 2006 consisted of $817,000 of accrued annual
asset management fees and reimbursement for expenses paid by the General Partner
and/or its affiliates.

The Partnership's  assets at September 30, 2006 consisted  primarily of $174,000
in cash and aggregate  investments in the fifteen Local Limited  Partnerships of
$8,992,000.  Liabilities  at September 30, 2006 consisted of $834,000 of accrued
annual asset management fees and  reimbursement for expenses paid by the General
Partner and/or its affiliates.

The Partnership's assets at December 31, 2006 consisted primarily of $162,000 in
cash and aggregate  investments  in the fifteen Local  Limited  Partnerships  of
$8,746,000.  Liabilities  at December 31, 2006  consisted of $841,000 of accrued
annual asset management fees and  reimbursement for expenses paid by the General
Partner and/or its affiliates.

Results of Operations

Three Months  Ended June 30, 2006  Compared to Three Months Ended June 30, 2005.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2006 was
$(823,000), reflecting a decrease of approximately $227,000 from the net loss of
$(1,050,000)  for the  three  months  ended  June 30,  2005.  The  decrease  was
primarily due to the decrease in  impairment  loss of $199,000.  The  impairment
loss  can vary  each  year  depending  on the  annual  decrease  in tax  credits
allocated  to  the  fund  and  the  current  estimated  residual  value  of  the
investments  compared to the current  carrying value of each of the investments.
There was a decrease of $22,000 in bad debt  expense for the three  months ended
June 30, 2006 due to an advance  being made during the three  months  ended June
30, 2005 and  reserved  for in the same  quarter  compared  to $0  advanced  and
reserved in the three months ended June 30,  2006. A Local  Limited  Partnership
was experiencing some operations  issues and the Partnership  advanced the funds
that  were  necessary.  There was also a  decrease  of equity in losses of Local
Limited Partnerships of $5,000 to $(229,000) for the three months ended June 30,
2006 from  $(234,000)  for the three months  ended June 30, 2005.  The equity in
losses  can vary  each year  depending  on the  operations  of each of the Local
Limited Partnerships. The other operating expenses also decreased by $1,300.

                                       21

<PAGE>

Three  Months  Ended  September  30,  2006  Compared to the Three  Months  Ended
September  30,  2005  The  Partnership's  net loss for the  three  months  ended
September  30,  2006 was  $(214,000),  reflecting  a decrease  of  approximately
$77,000 from the net loss of $(291,000) for the three months ended September 30,
2005. There was a decrease of equity in losses of Local Limited  Partnerships of
$20,000  to  $(229,000)  for the three  months  ended  September  30,  2006 from
$(249,000)  for the three months ended  September 30, 2005. The equity in losses
can vary each year  depending  on the  operations  of each of the Local  Limited
Partnerships.  There was a decrease of $25,000 in bad debt expense for the three
months ended  September  30, 2006 due to an advance  being made during the three
months ended September 30, 2005 and reserved for in the same quarter compared to
$0 advanced and reserved in the three months ended  September  30, 2006. A Local
Limited  Partnership was experiencing some operations issues and the Partnership
advanced the funds that were  necessary.  The reporting fee income  increased by
$36,000 for the three  months  ended  September  30, 2006  compared to the three
months ended September 30, 2005 due to the fact that Local Limited  Partnerships
pay the reporting fee to the  Partnership  when the Local Limited  Partnership's
cash flow  will  allow  for the  payment.  The  accounting  and  legal  expenses
increased by $(2,000) for the three months ended  September 30, 2006 compared to
the three months ended  September  30,  2005,  as discussed  above with the June
comparison  the  accounting  expense  difference  is a timing  issue.  The other
operating expenses increased by $(2,000).

Six Months Ended  September 30, 2006 Compared to the Six Months Ended  September
30, 2005 The  Partnership's net loss for the six months ended September 30, 2006
was $(1,038,000),  reflecting a decrease of approximately  $303,000 from the net
loss of  $(1,341,000)  for the six months ended September 30, 2005. The decrease
in net  loss  was  due to the  decrease  in  impairment  loss of  $199,000.  The
impairment  loss can vary each year  depending  on the  annual  decrease  in tax
credits  allocated to the fund and the current  estimated  residual value of the
investments  compared to the current  carrying value of each of the investments.
In addition to the decrease in impairment loss there was a decrease of equity in
losses of Local Limited Partnerships of $24,000 to $(459,000) for the six months
ended  September 30, 2006 from $(483,000) for the six months ended September 30,
2005.  The equity in losses can vary each year  depending on the  operations  of
each of the Local Limited  Partnerships.  There was a decrease of $46,000 in bad
debt expense for the six months ended September 30, 2006 due to an advance being
made during the six months ended September 30, 2005 and reserved for in the same
quarter  compared to $0 advanced and reserved in the six months ended  September
30, 2006. A Local Limited  Partnership was experiencing  some operations  issues
and the Partnership  advanced the funds that were  necessary.  The reporting fee
income increased by $36,000 for the six months ended September 30, 2006 compared
to the six months ended  September  30, 2005 due to the fact that Local  Limited
Partnerships  pay the  reporting fee to the  Partnership  when the Local Limited
Partnership's cash flow will allow for the payment.  Additionally the accounting
and legal expenses  increased by $(3,000) for the six months ended September 30,
2006 compared to the six months ended September 30, 2005 due to the timing issue
of accounting work being performed.

Three Months Ended December 31, 2006 Compared to the Three Months Ended December
31, 2005 The Partnership's net loss for the three months ended December 31, 2006
was $(264,000),  reflecting an increase of  approximately  $(8,000) from the net
loss of $(256,000)  for the three months ended December 31, 2005. The accounting
and legal  expenses  decreased by $5,000 for the three months ended December 31,
2006  compared to the three months  ended  December  31,  2005,  the  accounting
expense  difference is a timing issue.  That decrease was off-set by a $(13,000)
increase in equity in losses of Local Limited  Partnerships for the three months
ended  December 31, 2006  compared to the three months ended  December 31, 2005.
The equity in losses can vary each year  depending on the  operations of each of
the Local Limited Partnerships.

Nine Months Ended  December 31, 2006 Compared to Nine Months Ended  December 31,
2005 The  Partnership's net loss for the nine months ended December 31, 2006 was
$(1,302,000),  reflecting a decrease of approximately $295,000 from the net loss
of $(1,597,000) for the nine months ended December 31, 2005. The decrease in net
loss was primarily  due to the $285,000  decrease in loss from  operations  that
increase consisted of a decrease in impairment loss of $199,000.  The impairment
loss  can vary  each  year  depending  on the  annual  decrease  in tax  credits
allocated  to  the  fund  and  the  current  estimated  residual  value  of  the
investments  compared to the current  carrying value of each of the investments.
There was also a decrease  of $47,000 in bad debt  expense  for the nine  months
ended  December  31,  2006 due to an advance  being made  during the nine months
ended December 31, 2005 and reserved for in the same nine month period  compared
to $0 advanced and reserved  for the nine months  ended  December 31, 2006.  The
reporting fee income increased by $36,000 for the nine months ended December 31,


                                       22

<PAGE>


2006  compared to the nine months  ended  December 31, 2005 due to the fact that
Local Limited  Partnerships  pay the reporting fee to the  Partnership  when the
Local Limited Partnership's cash flow will allow for the payment. The accounting
and legal  expenses  decreased by $2,000 for the nine months ended  December 31,
2006 compared to the nine months ended December 31, 2005 due to the timing issue
of accounting work being performed.  There was a decrease of equity in losses of
Local Limited  Partnerships  by $11,000 to $(688,000)  for the nine months ended
December 31, 2006 from  $(699,000)  for the nine months ended December 31, 2005.
The equity in losses can vary each year  depending on the  operations of each of
the Local Limited Partnerships.

Capital Resources and Liquidity

Three  Months  Ended June 30, 2006  Compared to Three Months Ended June 30, 2005
Net cash provided during the three months ended June 30, 2006 was $100, compared
to net cash used  during  the three  months  ended June 30,  2005 of  $(27,000),
reflecting  a change of $27,100 due  primarily  to $22,000  being  advanced to a
Local Limited  Partnership  during the three months ended June 30, 2005 compared
to $0 being  advanced  during the three months  ended June 30, 2006.  During the
three months June 30, 2006 the Partnership did not reimburse the General Partner
or its  affiliates  for  expenses  that were paid on its behalf  compared to the
$4,000 that was reimbursed during the three months ended June 30, 2005.

Six Months Ended  September 30, 2006 Compared to Six Months Ended  September 30,
2005 Net cash  provided  during  the six months  ended  September  30,  2006 was
$49,000 compared to net cash used during the six months ended September 30, 2005
of  $(36,000),  reflecting  a change of  $85,000.  During the six  months  ended
September  30,  2005  the  Partnership  advanced  $46,000  to  a  Local  Limited
Partnership  that was  experiencing  operational  issues compared to no advances
being made during the six months ended  September  30, 2005 compared to $0 being
advanced in the six months ended September 30, 2006. During the six months ended
September 30, 2006 the Partnership collected $36,000 more reporting fees than in
the six months ended  September 30, 2005.  During the six months ended September
30, 2006 the Partnership  reimbursed the General Partner or an affiliate  $5,000
for expenses paid on its behalf compared to $7,000 being  reimbursed  during the
six months ended September 30, 2005.

Nine Months Ended  December 31, 2006 Compared to Nine Months Ended  December 31,
2005 Net cash  provided  during the nine  months  ended  December  31,  2006 was
$37,000,  compared to net cash used during the nine months  ended  December  31,
2005 of $(33,000),  reflecting a change of $70,000. During the nine months ended
December  31,  2005  the  Partnership   advanced  $46,000  to  a  Local  Limited
Partnership  that was  experiencing  operational  issues compared to no advances
being made during the nine months ended  December 31, 2005  compared to $0 being
advanced in the nine months  ended  December  31,  2006.  During the nine months
ended December 31, 2006 the  Partnership  collected  $36,000 more reporting fees
than in the nine months ended  December  31, 2005.  During the nine months ended
December 31, 2006 the Partnership reimbursed the General Partner or an affiliate
$5,000 for  expenses  paid on its  behalf  and  accrued  asset  management  fees
compared  to $15,000  being  reimbursed  during the nine months  ended  December
31, 2005.


The  Partnership   currently  has  insufficient  working  capital  to  fund  its
operations.  Associates has agreed to provide advances sufficient enough to fund
the operations and working capital requirements of the Partnership through April
30, 2009.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

         NOT APPLICABLE

Item 4.  Controls and Procedures

          As of the end of the period covered by this report,  the Partnership's
          General Partner,  under the supervision and with the  participation of
          the Chief Executive  Officer and Chief Financial Officer of Associates
          carried  out  an  evaluation  of  the   effectiveness  of  the  Fund's
          "disclosure controls and procedures" as defined in Securities Exchange
          Act of 1934 Rule  13a-15 and  15d-15.  Based on that  evaluation,  the
          Chief  Executive  Officer and Chief  Financial  Officer have concluded
          that  as of  the  end  of the  period  covered  by  this  report,  the
          Partnership's  disclosure  controls and  procedures  were adequate and
          effective in timely alerting them to material  information relating to
          the Partnership required to be included in the Partnership's  periodic
          SEC filings.

          Changes   in   internal   controls.There   were  no   changes  in  the
          Partnership's internal control over financial reporting

                                       23

<PAGE>

         that occurred  during the quarters ended June 30, 2006,  September 30,
         2006 and December 31, 2006 that materially affected, or are reasonably
         likely to materially affect,  the Partnership's  internal control over
         financial reporting.

Part II. Other Information

Item 1.  Legal Proceedings

         NONE

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds

         NONE

Item 3.  Defaults Upon Senior Securities

         NONE

Item 4.  Submission of Matters to a Vote of Security Holders

         NONE

Item 5.  Other Information

         NONE

Item 6.  Exhibits

31.1     Certification of the Principal Executive Officer pursuant to Rule
         13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
         Sarbanes-Oxley Act of 2002. (filed herewith)


31.2     Certification  of the  Principal  Financial  Officer  pursuant to Rule
         13a-14  and  15d-14,  as  adopted  pursuant  to  section  302  of  the
         Sarbanes-Oxley Act of 2002. (filed herewith)

32.1     Section 1350  Certification  of the Chief  Executive  Officer.  (filed
         herewith)

32.2     Section 1350  Certification  of the Chief  Financial  Officer.  (filed
         herewith)

                                       24

<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.
Chairman and Chief Executive Officer of WNC & Associates, Inc.

Date: May 16, 2008




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

Date: May 16, 2008