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, 2007
                For the quarterly period ended September 30, 2007

                                       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, 2007
                             and September 30, 2007

PART I. FINANCIAL INFORMATION

     Item 1. Financial Statements

     Balance Sheets
             As of June 30, 2007, September 30, 2007 and March 31, 2007........3

     Statements of Operations
                      For the Three Months Ended June 30, 2007 and 2006........4
             For the Three and Six Months Ended September 30, 2007 and 2006....5

     Statement of Partners' Equity (Deficit)
             For the Three Months Ended June 30, 2007 .........................6
             For the Six Months Ended September 30, 2007 ......................6

     Statements of Cash Flows
             For the Three Months Ended June 30, 2007 and 2006.................7
             For the Six Months Ended September 30, 2007 and 2006..............8

     Notes to Financial Statements.............................................9

     Item 2. Management's Discussion and Analysis of Financial
             Condition and Results of Operations..............................18

     Item 3. Quantitative and Qualitative Disclosures About Market Risk.......19

     Item 4. Controls and Procedures  ........................................19

     Item 4T.Controls and Procedures  ........................................20


PART II. OTHER INFORMATION

     Item 1. Legal Proceedings................................................20

     Item 2. Unregistered Sales of Equity Securities and Use of Proceeds......20

     Item 3. Defaults Upon Senior Securities..................................20

     Item 4. Submission of Matters to a Vote of Security Holders..............20

     Item 5. Other Information................................................20

     Item 6. Exhibits.........................................................20

     Signatures...............................................................21


<PAGE>

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

                                 BALANCE SHEETS
                                   (unaudited)

<TABLE>
<CAPTION>

                                                                   June 30, 2007        September 30, 2007       March 31, 2007
                                                               --------------------   ---------------------    -----------------
                                                             <S>                     <C>                      <C>
ASSETS

Cash                                                           $           137,421    $            138,236     $        143,541
Investments in Local Limited Partnerships, net (Note 2)                  7,228,531               6,985,982            8,470,127
                                                               --------------------   ---------------------    -----------------

Total Assets                                                   $         7,365,952    $          7,124,218     $      8,613,668
                                                               ====================   =====================    =================
LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Accrued fees and expenses due to
    General Partner and affiliates (Note 3)                    $           880,422    $            883,119     $        866,873
                                                               --------------------   ---------------------    -----------------
Partners' equity (deficit):
  General Partner                                                         (184,238)               (186,682)            (171,625)
  Limited Partners (25,000 Partnership Units authorized;
    25,000 Partnership Units issued and outstanding)                     6,669,768               6,427,781            7,918,420
                                                               --------------------   ---------------------    -----------------
            Total Partners' Equity                                       6,485,530               6,241,099            7,746,795
                                                               --------------------   ---------------------    -----------------
                Total Liabilities and Partners'Equity          $         7,365,952    $          7,124,218     $      8,613,668
                                                               ====================   =====================    =================
</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, 2007 and 2006
                                   (unaudited)

<TABLE>
<CAPTION>

                                                      2007                              2006
                                                -----------------                -------------------
                                                  Three Months                      Three Months
                                                -----------------                -------------------
                                               <S>                              <C>
Reporting fees                                  $              -                 $                -
                                                -----------------                -------------------
Operating expenses:
  Amortization (Note 2)                                   15,481                             15,855
  Asset management fees (Note 3)                          17,517                             17,517
  Impairment loss (Note 2)                               999,047                            559,870
  Legal and accounting                                         -                                234
  Other                                                    2,282                                629
                                                -----------------                -------------------
    Total operating expenses                           1,034,327                            594,105
                                                -----------------                -------------------

Loss from operations                                  (1,034,327)                          (594,105)

Equity in losses of Local
 Limited Partnerships (Note 2)                          (227,068)                          (229,369)

Interest income                                              130                                145
                                                -----------------                -------------------

Net loss                                        $     (1,261,265)                $         (823,329)
                                                =================                ===================

Net loss allocated to:
  General Partner                               $        (12,613)                $           (8,233)
                                                =================                ===================

  Limited Partners                              $     (1,248,652)                $         (815,096)
                                                =================                ===================
Net loss per
  Partnership  Unit                             $            (50)                $              (33)
                                                =================                ===================

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, 2007 and 2006
                                   (unaudited)

<TABLE>
<CAPTION>

                                                        2007                                       2006
                                        -------------------------------------     ---------------------------------------
                                             Three                 Six                 Three                  Six
                                             Months               Months               Months                Months
                                        -----------------     ---------------     ----------------      -----------------
                                       <S>                   <C>                 <C>                   <C>
Reporting fees                          $        19,000       $      19,000       $       53,685        $         3,685
                                        -----------------     ---------------     ----------------      -----------------

Operating expenses:
  Amortization (Note 2)                          15,481              30,962               15,855                 31,710
  Asset management fees (Note 3)                 17,517              35,034               17,517                 35,034
  Impairment loss (Note 2)                            -             999,047                    -                559,870
  Legal and accounting fees                       2,755               2,755                2,625                  2,859
  Other                                             683               2,965                2,759                  3,388
                                        -----------------     ---------------     ----------------      -----------------

    Total operating expenses                     36,436           1,070,763               38,756                632,861
                                        -----------------     ---------------     ----------------      -----------------

Income (Loss) from operations                   (17,436)         (1,051,763)              14,929               (579,176)

Equity in losses of Local
 Limited Partnerships (Note 2)                 (227,068)           (454,136)            (229,369)              (458,738)

Interest income                                      73                 203                  174                    318
                                        -----------------     ---------------     ----------------      -----------------

Net loss                                $      (244,431)      $  (1,505,696)      $     (214,266)             (1,037,596)
                                        =================     ===============     ================      =================

Net loss allocated to:
  General Partner                       $        (2,444)      $     (15,057)      $       (2,143)       $        (10,376)
                                        =================     ===============     ================      =================

  Limited Partners                      $      (241,987)      $  (1,490,639)      $     (212,123)       $     (1,027,220)
                                        =================     ===============     ================      =================

Net loss per
  Partnership Unit                      $           (10)      $         (60)       $          (8)       $            (41)
                                        =================     ===============     ================      =================

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 PARTNERS' EQUITY (DEFICIT)
                  For the Three Months Ended June 30, 2007, and
                     the Six Months Ended September 30, 2007
                                   (unaudited)

                    For the Three Months Ended June 30, 2007
<TABLE>
<CAPTION>

                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                      <S>                  <C>                   <C>
Partners' equity (deficit) at March 31, 2007           $    (171,625)       $     7,918,420       $       7,746,795

Net loss                                                     (12,613)            (1,248,652)             (1,261,265)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at June 30, 2007            $    (184,238)       $     6,669,768       $       6,485,530
                                                       ===============      ================      ==================
</TABLE>

<TABLE>
<CAPTION>

                                    For the Six Months Ended September 30, 2007
                                                          General               Limited
                                                          Partner              Partners                 Total
                                                       ---------------      ----------------      ------------------
                                                      <S>                  <C>                   <C>
Partners' equity (deficit) at March 31, 2007           $    (171,625)       $    7,918,420        $       7,746,795

Net loss                                                     (15,057)           (1,490,639)              (1,505,696)
                                                       ---------------      ----------------      ------------------

Partners' equity (deficit) at September 30, 2007       $    (186,682)       $    6,427,781        $       6,241,099
                                                       ===============      ================      ==================
</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 CASH FLOWS
                For the Three Months Ended June 30, 2007 and 2006
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                            2007                 2006
                                                                        --------------      ---------------
                                                                       <S>                 <C>
Cash flows from operating activities:
  Net loss                                                              $ (1,261,265)       $    (823,329)
    Adjustments to reconcile net loss to net
      cash provided by (used in) operating activities:
        Amortization                                                          15,481               15,855
        Equity in losses of Local Limited Partnerships                       227,068              229,369
        Impairment loss                                                      999,047              559,870
        Change in accrued  fees and expenses due to
           General Partner and affiliates                                     13,549               18,381
                                                                        --------------      ---------------
        Net cash provided by (used in) operating activities                   (6,120)                 146
                                                                        --------------      ---------------

Net increase (decrease) in cash                                               (6,120)                 146

Cash, beginning of period                                                    143,541              125,887
                                                                        --------------      ---------------

Cash, end of period                                                     $    137,421        $     126,033
                                                                        ==============      ===============
SUPPLEMENTAL DISCLOSURE OF CASH FLOW
   INFORMATION:

   Taxes paid                                                           $          -        $           -
                                                                        ==============      ===============
</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 Six Months Ended September 30, 2007 and 2006
                                   (unaudited)
<TABLE>
<CAPTION>

                                                                            2007                 2006
                                                                        --------------      ---------------
                                                                        <S>                 <C>
Cash flows from operating activities:
  Net loss                                                              $   1,505,696)      $   (1,037,596)
    Adjustments to reconcile net loss to net
     cash provided by (used in) operating activities:
      Amortization                                                             30,962               31,710
      Equity in losses of Local Limited Partnerships                          454,136              458,738
      Impairment loss                                                         999,047              559,870
      Change in accrued  fees and expenses due to
      General Partner and affiliates                                           16,246               35,880
                                                                        --------------      ---------------
        Net cash provided by (used in) operating activities                    (5,305)              48,602
                                                                        --------------      ---------------

Net increase (decrease) in cash                                                (5,305)              48,602

Cash, beginning of period                                                     143,541              125,887
                                                                        --------------      ---------------

Cash, end of period                                                     $     138,236       $      174,489
                                                                        ==============      ===============

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)

                          NOTES TO FINANCIAL STATEMENTS

      For the Quarterly periods ended June 30, 2007 and September 30, 2007
                                   (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, 2007 and six months ended  September 30, 2007 are not necessarily
indicative  of the results that may be expected for the fiscal year ending March
31,  2008.  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, 2007.

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

WNC  Housing  Tax  Credit  Fund  VI,  L.P.,  Series  5 is a  California  Limited
Partnership  (the  "Partnership")  was  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 partners
of the Local Limited Partnership,  including the Partnership, in accordance with
the terms of the particular Local Limited Partnership  Agreement.  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

                                        9

<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, 2007 and September 30, 2007
                                   (unaudited)

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

obligations and funding reserves, equal to their capital contributions and their
return on  investment  (as defined in the  Partnership  Agreement).  The General
Partner  would then be  entitled  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.

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

                                       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, 2007 and September 30, 2007
                                   (unaudited)

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

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  in Low  Income  Housing  Tax  Credits.  The  initial  programs  are
completing their compliance periods. As of September 30, 2007, none of the Local
Limited Partnerships had completed their 15 year compliance period.

With that in mind, the Partnership is continuing its review of the Partnership's
holdings,  with special emphasis on the more mature  properties  including those
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  September  30,  2007.  As of  September  30,  2007,  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  allocated  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
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)

                                       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, 2007 and September 30, 2007
                                   (unaudited)


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

"Equity in losses of Local Limited  Partnerships" for the periods ended June 30,
2007 and 2006 and September 30, 2007 and 2006, respectively,  have been recorded
by the Partnership.  Management's estimate for the three and six-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 of 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. 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 from the Local Limited Partnerships are accounted for as
a  reduction  of  the  investment  balance.  Distributions  received  after  the
investment has reached zero are recognized as distribution income. As of June 30
and September 30, 2007 three 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 an  original
maturity 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.

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

At June 30,  2007 and  September  30,  2007,  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.

                                       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, 2007 and September 30, 2007
                                   (unaudited)

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.

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,
2007 and 2006 was $15,481 and  $15,855,  respectively.  For the six months ended
September  30, 2007 and 2006  amortization  expense  was  $30,962  and  $31,710,
respectively.

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.

Impairment
----------

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 of the remaining Low Income
Housing Tax Credits  allocated to the  Partnership  and the  estimated  residual
value to the Partnership.

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 June 30 and  September  30, 2007,  the  Partnership  has 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 99.9%, as specified
in the Local  Limited  Partnership  agreements,  of the  operating  profits  and
losses,  taxable  income and losses,  and Low Income  Housing Tax Credits of the
Local Limited Partnerships.

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 to the  Partnership.  Accordingly,  the  Partnership  recorded an
impairment loss of $999,047 and $559,870, during the three months ended June 30,
2007 and 2006, respectively.  There were no additional impairment losses for 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, 2007 and September 30, 2007
                                   (unaudited)

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

periods  ended  September  30, 2007 and  2006.

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, 2007             March 31, 2007
                                                              -----------------------      ------------------
                                                               <S>                         <C>
     Investments per balance sheet, beginning of period        $           8,470,127        $   10,041,847
     Impairment loss                                                        (999,047)             (559,870)
     Equity in losses of Local Limited Partnerships                         (227,068)             (948,430)
     Amortization of capitalized acquisition fees and
     costs                                                                   (15,481)              (63,420)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period              $           7,228,531        $    8,470,127
                                                                ======================     ==================
</TABLE>

<TABLE>
<CAPTION>

                                                                   For the Six               For the Year
                                                                   Months Ended                  Ended
                                                                September 30, 2007          March 31, 2007
                                                              -----------------------      ------------------
                                                              <S>                         <C>
     Investments per balance sheet, beginning of period        $           8,470,127       $     10,041,847
     Impairment loss                                                        (999,047)              (559,870)
     Equity in losses of Local Limited Partnerships                         (454,136)              (948,430)
     Amortization of capitalized acquisition fees and
     costs                                                                   (30,962)               (63,420)
                                                                ---------------------      ------------------
     Investments per balance sheet, end of period              $           6,985,982       $      8,470,127
                                                                =====================      ==================
</TABLE>

<TABLE>
<CAPTION>

                                                                        For the Three Months          For the Year
                                                                               Ended                     Ended
                                                                           June 30, 2007             March 31, 2007
                                                                       -----------------------     --------------------
                                                                      <S>                         <C>
Investments in Local Limited Partnerships, net                         $            5,943,562      $          7,169,677
Acquisition fees and costs, net of accumulated amortization of
$650,765 and $635,284                                                               1,284,969                 1,300,450
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                           $            7,228,531      $          8,470,127
                                                                       =======================     ====================

                                                                         For the Six Months           For the Year
                                                                               Ended                      Ended
                                                                         September 30, 2007          March 31, 2007
                                                                       -----------------------     --------------------
Investments in Local Limited Partnerships, net                         $            5,716,494      $          7,169,677
Acquisition fees and costs, net of accumulated amortization of
$666,246 and $635,284                                                               1,269,488                 1,300,450
                                                                       -----------------------     --------------------
Investments per balance sheet, end of period                           $            6,985,982      $          8,470,127
                                                                       =======================     ====================
</TABLE>

                                       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, 2007 and September 30, 2007
                                   (unaudited)

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

Selected financial information for the three months ended June 30, 2007 and 2006
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>

                                                                       2007                       2006
                                                               ----------------------      ------------------
                                                              <S>                         <C>
        Revenues                                               $             836,000       $         836,000
                                                               ----------------------      ------------------
        Expenses:
          Interest expense                                                   215,000                 215,000
          Depreciation and amortization                                      309,000                 309,000
          Operating expenses                                                 556,000                 556,000
                                                               ----------------------      ------------------
            Total expenses                                                 1,080,000               1,080,000
                                                               ----------------------      ------------------

        Net loss                                               $            (244,000)      $        (244,000)
                                                               ======================      ==================

        Net loss allocable to the Partnership                  $            (242,000)      $        (242,000)
                                                               ======================      ==================
        Net loss recorded by the Partnership
                                                               $            (227,000)      $        (229,000)
                                                               ======================      ==================
</TABLE>

Selected  financial  information for the six months ended September 30, 2007 and
2006 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>

                                                                               2007                    2006
                                                                        -------------------    ---------------------
                                                                       <S>                    <C>
                Revenues                                                $        1,672,000     $            1,672,000
                                                                        -------------------    ---------------------
                Expenses:
                  Interest expense                                                 430,000                   430,000
                  Depreciation and amortization                                    618,000                   618,000
                  Operating expenses                                             1,112,000                 1,112,000
                                                                        -------------------    ---------------------
                Total expenses                                                   2,160,000                 2,160,000
                                                                        -------------------    ---------------------

                Net loss                                                $         (488,000)    $           (488,000)
                                                                        ===================    =====================

                Net loss allocable to the Partnership                   $         (485,000)    $           (485,000)
                                                                        ===================    =====================

                Net loss recorded by the Partnership                    $         (454,000)    $           (459,000)
                                                                        ===================    =====================
</TABLE>
Certain Local Limited  Partnerships have incurred  significant  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  Low Income  Housing Tax
Credits could occur.

                                       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, 2007 and September 30, 2007
                                   (unaudited)

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 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  $555,704,  $541,119,  and  $526,534 as of
               September   30,   2007,   June  30,  2007  and  March  31,  2007,
               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  $110,542,
               $109,646,  and $108,750 as of September  30, 2007,  June 30, 2007
               and March 31, 2007, respectively.

          (c)  An annual asset management fee in an amount not to exceed 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  shareof
               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, 2007 and 2006.  For each of the six months
               ended September 30, 2007 and 2006, the Partnership incurred asset
               management  fees of  $35,034.  The  Partnership  paid the General
               Partner or its affiliates $6,250 and $0, of those fees during the
               three months ended June 30, 2007 and 2006, respectively,  and for
               the six months ended  September 30, 2007 and 2006 the Partnership
               paid $12,500 and $0, respectively, of those fees.

          (d)  A  subordinated  disposition  fee in an amount equal to 1% of the
               sales  price  of  real  estate  sold.  Payment  of  this  fee  is
               subordinated to the Limited Partners receiving a preferred return
               of 12% through December 31, 2008 and 6% thereafter (as defined in
               the  Partnership  Agreement)  and is payable  only if the General
               Partner or its affiliates render services in the sales effort. No
               such fee was incurred for all 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 $0 during each of the three
               months  ended June 30,  2007 and 2006.  For the six months  ended
               September 30, 2007 and 2006, the Partnership  reimbursed  $12,008
               and $5,402, respectively.

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

                                               June 30, 2007       September 30,          March 31,
                                                                        2007                 2007
                                              ----------------    -----------------     ---------------
                                             <S>                 <C>                   <C>
       Accrued asset management fees          $       422,794     $        434,061      $      411,527
       Expenses paid by the General
         Partners or affiliates on
         behalf of the Partnership
                                                      457,628              449,058             455,346
                                              ----------------    -----------------     ---------------
       Total                                  $       880,422     $        883,119      $       866,873
                                              ================    =================     ===============
</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.

                                       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, 2007 and September 30, 2007
                                   (unaudited)

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,  2007 and  September  30,  2007.  As of
September  30, 2007,  total  advances made to Local  Limited  Partnerships  were
$900,916,  all of which  have been  reserved.  The  Partnership  determined  the
recoverability  of these advances to be improbable and,  accordingly,  a reserve
had been recorded.



                                       17

<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, the  Partnership's  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,  2007 and 2006 and the three and six months  ended
September 30, 2007 and 2006, 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,  2007  consisted  of $137,000 in cash and
aggregate  investments in the fifteen Local Limited  Partnerships of $7,229,000.
Liabilities  at June 30, 2007 consisted of $880,000 of accrued fees and expenses
due to the General Partner affiliates.

The Partnership's assets at September 30, 2007 consisted of $138,000 in cash and
aggregate  investments in the fifteen Local Limited  Partnerships of $6,986,000.
Liabilities  at  September  30, 2007  consisted  of $883,000 of accrued fees and
expenses due to the General Partner and affiliates.

Results of Operations

Three Months  Ended June 30, 2007  Compared to Three Months Ended June 30, 2006.
The  Partnership's  net loss  for the  three  months  ended  June  30,  2007 was
$(1,261,000),  reflecting an increase of  approximately  $(438,000) from the net
loss of $(823,000) for the three months ended June 30, 2006. The increase in net
loss was due to the increase in impairment  loss of  $(439,000).  The impairment
loss can vary each year  depending on the annual  decrease in Low Income Housing
Tax Credits  allocated to the  Partnership  and the current  estimated  residual
value  to  the  Partnership  compared  to  the  current  carrying  value  to the
Partnership.  The equity in losses of Local  Limited  Partnerships  decreased by
$2,000 to  $(227,000)  for the three months ended June 30, 2007 from  $(229,000)
for the three months  ended June 30,  2006.  The decrease in equity in losses of
Local Limited  Partnerships is due to the Partnership not recognizing  losses of
one additional Local Limited Partnership, for which the Partnership's investment
balance had reached zero. Since the Partnership's  liability with respect to its
investments is limited, losses in excess of investment are not recognized.

Three  Months  Ended  September  30,  2007  Compared to the Three  Months  Ended
September  30,  2006  The  Partnership's  net loss for the  three  months  ended
September  30, 2007 was  $(244,000),  reflecting  an  increase of  approximately
$(30,000) from the net loss of $(214,000)  for the three months ended  September
30, 2006. The primary factor for the increase is the reporting fees decreased by
$(35,000)  for the three months ended  September  30, 2007 compared to the three
months ended September 30, 2006 due to the fact that Local Limited  Partnerships
pay the reporting fees to the Partnership  when the Local Limited  Partnership's
cash flow will allow for the  payment.  There was a decrease of equity in losses
of Local Limited Partnerships of $2,000 to $(227,000) for the three months ended
September  30, 2007 from  $(229,000)  for the three months ended  September  30,
2006.

                                       18

<PAGE>


Six Months Ended  September 30, 2007 Compared to the Six Months Ended  September
30, 2006 The  Partnership's net loss for the six months ended September 30, 2007
was  $(1,506,000),  reflecting an increase of approximately  $(468,000) from the
net loss of  $(1,038,000)  for the six months  ended  September  30,  2006.  The
increase in net loss was due  primarily  to the increase in  impairment  loss of
$(439,000).  The  impairment  loss can vary each year  depending  on the  annual
decrease in Low Income Housing Tax Credits  allocated to the Partnership and the
current  estimated  residual  value to the  Partnership  compared to the current
carrying  value to the  Partnership.  There was also a decrease is the reporting
fees of $(35,000)  for the six months ended  September  30, 2007 compared to the
six  months  ended  September  30,  2006  due to the  fact  that  Local  Limited
Partnerships  pay the reporting fees to the  Partnership  when the Local Limited
Partnership's  cash flow will allow for the  payment.  There was a  decrease  of
$5,000 of equity in losses of Local Limited  Partnerships  to $(454,000) for the
six months ended  September  30, 2007 from  $(459,000)  for the six months ended
September  30,  2006.  The equity in losses can vary each year  depending on the
operations of each of the Local Limited  Partnerships  and the  Partnership  not
recognizing losses for which the Partnership's  investment  balances had reached
zero.  Since the  Partnership's  liability  with respect to its  investments  is
limited, losses in excess of investment are not recognized.

Capital Resources and Liquidity

Three  Months  Ended June 30, 2007 Compared to Three Months Ended June 30, 2006
Net cash used during the three months ended June 30, 2007 was $(6,000), compared
to net cash  provided  during  the  three  months  ended  June  30,  2006 of $0,
reflecting a change of $(6,000).  The change was due to the  Partnership  paying
the General Partner or an affiliate  $(6,000) for accrued asset  management fees
for the three months ended June 30, 2007  compared to $0  reimbursed  during the
three months ended June 30, 2006.

Six Months Ended  September 30, 2007 Compared to Six Months Ended  September 30,
2006 Net cash used during the six months ended  September 30, 2007 was $(5,000),
compared to net cash provided  during the six months ended September 30, 2006 of
$49,000, reflecting a change of $(54,000). During the six months ended September
30, 2006 the reporting fees collected by the Partnership  were $35,000 more than
the reporting  fees  collected  during the six months ended  September 30, 2007.
Additionally,  during the six months ended  September  30, 2007 the  Partnership
reimbursed  the General  Partner or an  affiliate  $(24,000)  for accrued  asset
management  fees and  reimbursement  of expenses paid on its behalf  compared to
$(5,000) for the six months ended September 30, 2006.

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.

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  that occurred  during the quarters
ended June 30, 2007 and  September  30, 2007 that  materially  affected,  or are
reasonably likely to materially affect, the Partnership's  internal control over
financial reporting.

                                       19

<PAGE>

Item 4T.  Controls and Procedures

This annual report does not include an attestation  report of the  Partnership's
registered  public  accounting  firm regarding  internal  control over financial
reporting.   Management's   report  was  not  subject  to   attestation  by  the
Partnership's  registered  public accounting firm pursuant to temporary rules of
the Securities and Exchange  Commission  that permit the  Partnership to provide
only management's report in this annual report.

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)

                                       20

<PAGE>

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

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

By:      WNC & Associates, Inc.,
         General Partner




By: /s/ Wilfred N. Cooper, Jr.
    --------------------------

Wilfred N. Cooper, Jr.
President and Chief 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



                                       21