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 December 31, 2002

                                       OR

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

             For the transition period from ________ to ___________

                         Commission file number: 0-24855


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

                              California 33-0745418

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


                         3158 Redhill Avenue, Suite 120

                              Costa Mesa, CA 92626

                                 (714) 662-5565


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

Yes           No      X


Indicate  by check mark  whether  the  registrant  is an  accelerated  filer (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 Period Ended December 31, 2002


PART I. FINANCIAL INFORMATION

         Item 1.    Financial Statements

                  Balance Sheets
                    December 31, 2002 and March 31, 2002.......................3

                  Statements of Operations
                    For the Three and Nine Months
                     Ended December 31, 2002 and 2001..........................4

                  Statement of Partners' Equity (Deficit)
                    For the Nine Months Ended December 31, 2002................5

                  Statements of Cash Flows
                    For the Nine Months Ended December 31, 2002 and 2001.......6

                  Notes to Financial Statements ...............................7

         Item 2.  Management's Discussion and Analysis of Financial
                  Condition and Results of Operations.........................14

         Item 3.  Quantitative and Qualitative Disclosures about Market Risk..16

         Item 4. Controls and Procedures......................................16

PART II. OTHER INFORMATION

         Item 1. Legal Proceedings............................................16

         Item 4.  Submission of Matters to a Vote of Security Holders.........16

         Item 5. Other Information............................................16

         Item 6. Exhibits and Reports on Form 8-K.............................16

         Signatures ..........................................................17

         Certifications.......................................................18



                                        2

<PAGE>


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

                                                  BALANCE SHEETS

<TABLE>
<CAPTION>



                                                               December 31, 2002              March 31, 2002
                                                            ------------------------       ----------------------
                                                                  (unaudited)
ASSETS

<S>                                                       <C>                            <C>
Cash and cash equivalents                                 $                 14,399       $                1,288
Funds held in escrow disbursement account                                  207,737                      204,125
Investments in limited partnerships, net (Note 2)                       15,182,027                   16,200,256
Other assets (Note 6)                                                      145,856                       11,113
                                                            ------------------------       ----------------------

                                                          $             15,550,019       $           16,416,782
                                                            ========================       ======================


LIABILITIES AND PARTNERS' EQUITY (DEFICIT)

Liabilities:
  Payables to limited partnerships (Note 4)               $                229,030       $              229,030
  Interest payable                                                           3,612                            -
  Accrued fees and expenses due to
   General Partner and affiliates (Note 3)                                 455,478                      169,478
                                                            ------------------------       ----------------------

    Total liabilities                                                      688,120                      398,508
                                                            ------------------------       ----------------------

Commitments and contingencies

Partners' equity (deficit):
  General Partner                                                         (100,474)                     (88,910)
  Limited Partners (25,000 units authorized,
   25,000 units issued and outstanding)                                 14,962,373                   16,107,184
                                                            ------------------------       ----------------------

    Total partners' equity                                              14,861,899                   16,018,274
                                                            ------------------------       ----------------------

                                                          $             15,550,019       $           16,416,782
                                                            ========================       ======================
</TABLE>


                 See accompanying notes to financial statements
                                       3

<PAGE>

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

                            STATEMENTS OF OPERATIONS

         For the Three and Nine Months Ended December 31, 2002 and 2001
                                   (unaudited)
<TABLE>
<CAPTION>

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

<S>                                   <C>                    <C>                  <C>                    <C>
Interest income                       $             37       $             70     $            104       $             715
                                        ----------------       ----------------     ----------------       -----------------

Operating expenses:
  Amortization (Note 2)                         16,134                 48,402               16,134                  48,402
  Asset management fees (Note 3)                17,517                 52,551               17,517                  52,551
  Legal and accounting fees                      7,642                 21,902                9,956                  31,347
  Other                                         44,389                 75,263               12,214                  60,746
                                        ----------------       ----------------     ----------------       -----------------

    Total operating expenses                    85,682                198,118               55,821                 193,046
                                        ----------------       ----------------     ----------------       -----------------

Loss from operations                           (85,645)              (198,048)             (55,717)               (192,331)

Equity in losses of
 limited partnerships (Note 2)                (248,301)              (958,327)            (408,460)             (1,227,342)
                                        ----------------       ----------------     ----------------       -----------------

Net loss                              $       (333,946)      $     (1,156,375)    $       (464,177)      $      (1,419,673)
                                        ================       ================     ================       =================

Net loss allocated to:
  General Partner                     $         (3,339)      $        (11,564)    $         (4,642)      $         (14,197)
                                        ================       ================     ================       =================

  Limited Partners                    $       (330,607)      $     (1,144,811)    $       (459,535)      $      (1,405,476)
                                        ================       ================     ================       =================

Net loss per weighted limited
  partner unit                        $            (13)      $            (46)    $            (19)      $             (57)
                                        ================       ================     ================       =================

Outstanding weighted limited
  partner units                                 25,000                 25,000               25,000                  25,000
                                        ================       ================     ================       =================
</TABLE>

               See accompanying notes to financial statements
                                       4

<PAGE>


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

                     STATEMENT OF PARTNERS' EQUITY (DEFICIT)

                   For the Nine Months Ended December 31, 2002
                                   (unaudited)

<TABLE>
<CAPTION>


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


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

Net loss for the nine months ended
  December 31, 2002                                          (11,564)          (1,144,811)            (1,156,375)
                                                     -----------------    -----------------    ------------------

Partners' equity (deficit) at December 31, 2002    $        (100,474)   $      14,962,373    $       14,861,899
                                                     =================    =================    ==================
</TABLE>

                 See accompanying notes to financial statements
                                       5

<PAGE>


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

                            STATEMENTS OF CASH FLOWS

              For the Nine Months Ended December 31, 2002 and 2001
                                   (unaudited)

<TABLE>
<CAPTION>


                                                                               2002                    2001
                                                                        -------------------     --------------------
Cash flows from operating activities:
<S>                                                                   <C>                     <C>
   Net loss                                                           $        (1,156,375)    $         (1,419,673)
Adjustment to reconcile net loss to
   net cash used in operating activities:
   Amortization                                                                    48,402                   48,402
   Equity in losses of limited partnerships                                       958,327                1,227,342
   Other assets                                                                  (134,743)                  (2,238)
   Accrued fees and expenses due to General Partner
    and affiliates                                                                286,000                   74,750
                                                                        -------------------     --------------------
Net cash provided by (used in) operating activities                                 1,611                  (71,417)
                                                                        -------------------     --------------------

Cash flows from investing activities:
   Investments in limited partnerships                                                                     (84,500)
   Decrease in funds held in escrow, net of interest payable                                                62,822
   Distributions from limited partnerships                                         11,500                   10,000
                                                                        -------------------    --------------------
Net cash provided by (used in) investing activities                                11,500                  (11,678)
                                                                        -------------------     --------------------

Net increase (decrease) in cash and cash equivalents                               13,111                  (83,095)

Cash and cash equivalents, beginning of period                                      1,288                   90,481
                                                                        -------------------     --------------------
Cash and cash equivalents, end of period                              $            14,399     $              7,386
                                                                        ===================     ====================

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

                                                                        ===================     ====================
</TABLE>
        See accompanying notes to financial statements
                                       6

<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                   For the Quarterly Period December 31, 2002
                                   (unaudited)


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

General
-------

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

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

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

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

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

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

After the limited  partners  have received  proceeds from a sale or  refinancing
equal to their capital  contributions and their return on investment (as defined
in the  Partnership  Agreement)  and the General  Partner has received  proceeds
equal  to its  capital  contribution  and a  subordinated  disposition  fee  (as
described in Note 3) from the  remainder,  any  additional  sale or  refinancing
proceeds will be distributed 90% to the limited partners (in proportion to their
respective investments) and 10% to the General Partner.

                                       7

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                For the Quarterly Period Ended December 31, 2002
                                   (unaudited)

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

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

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

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

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

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

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

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

                                       8

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                For the Quarterly Period Ended December 31, 2002
                                   (unaudited)

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

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

The preparation of financial statements in conformity with accounting principles
generally  accepted in the United States of America requires  management to make
estimates  and  assumptions  that  affect  the  reported  amounts  of assets and
liabilities  and disclosure of contingent  assets and liabilities at the date of
the  financial  statements,  and the  reported  amounts of revenues and expenses
during the reporting  period.  Actual results could materially differ from those
estimates.

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

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

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

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

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

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

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

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

New Accounting Pronouncements
-----------------------------

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

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit or  Disposal  Activities."  SFAS No.  146  addresses  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (Including
Certain  Costs  Incurred  in a  Restructuring)."  SFAS No. 146  requires  that a
liability for a cost associated with an exit or disposal  activity be recognized
and measured  initially at fair value when the  liability is incurred.  SFAS No.
146 is  effective  for exit or  disposal  activities  that are  initiated  after
December 31, 2002, with early application  encouraged.  SFAS 146 is not expected
to have a material impact on the Partnership's  financial position or results of
operations.

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

Certain  prior  period  balances  have  been  reclassified  to  conform  to  the
presentation for the nine months ended December 31, 2002.

                                      9

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                For the Quarterly Period Ended December 31, 2002
                                   (unaudited)

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

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

As of February 4, 2003,  the  Partnership  had not  obtained  audited  financial
statements for one of its investments,  Mansur Wood Living Center, L.P. ("Mansur
Wood"),  as of and for the year  ended  December  31,  2001.  As a  result,  the
Partnership  has not included the  financial  information  of Mansur Wood in the
combined condensed  statement of operations  presented herein. The Partnership's
investment in Mansur Wood totaled  $5,211,000  (unaudited) at December 31, 2002.
The  Partnership's  estimate of its  interest in the  results of  operations  of
Mansur Wood totaled  $(268,000)  (unaudited)  for the period ended  December 31,
2002.  The combined  condensed  statement  of  operations  presented  herein for
December  31, 2001  previously  included a net loss of $333,000 for Mansur Wood.
The combined condensed financial information presented in this footnote for 2001
has been restated to exclude the accounts of Mansur Wood.

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

Distributions  received by limited  partners are accounted for as a reduction of
the investment balance.  Distributions received after the investment has reached
zero are recognized as income.  As of December 31, 2002, no investment  accounts
in Local Limited Partnerships reached a zero balance.

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

                                                             For the Nine Months         For the Year
                                                                    Ended                    Ended
                                                              December 31, 2002         March 31, 2002
                                                            ----------------------     ------------------

Investments  in  limited  partnerships,   beginning  of
<S>                                                       <C>                        <C>
period                                                    $           16,200,256     $       17,555,917
Capital contributions  paid, net                                               -                 84,500
Equity in losses of limited partnerships                                (958,327)            (1,365,625)
Distributions received from limited partnerships                         (11,500)               (10,000)
Amortization of capitalized acquisition fees and costs                   (48,402)               (64,536)
                                                            ----------------------     ------------------

Investments in limited partnerships, end of period        $           15,182,027     $       16,200,256
                                                            ======================     ==================
</TABLE>

                                       10
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                For the Quarterly Period Ended December 31, 2002
                                   (unaudited)

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

Selected financial  information for the nine months ended December 31, 2002 from
the combined financial statements of the Local Limited Partnerships in which the
Partnership has invested is as follows (combined condensed financial information
for Mansur Wood Living  Center,  L.P. has been  excluded  from the  presentation
below):
<TABLE>
<CAPTION>

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

<S>                                                       <C>                    <C>
Revenues                                                  $         1,690,000    $        1,459,000
                                                            -------------------     -----------------
Expenses:
  Interest expense                                                    490,000               520,000
  Depreciation and amortization                                       667,000               672,000
  Operating expenses                                                1,225,000             1,163,000
                                                            -------------------     -----------------
Total expenses                                                      2,382,000             2,355,000
                                                            -------------------     -----------------

Net loss                                                  $          (692,000)   $         (896,000)
                                                            ===================     =================
Net loss allocable to the Partnership,                    $          (690,000)   $         (894,000)
  before equity in losses of Mansur Wood
                                                            ===================
                                                                                    =================
Net loss recorded by the Partnership,                                (690,000)             (894,000)
  before equity in losses of Mansur Wood
Net loss of Mansur Wood
  recorded by the Partnership (unaudited)                            (268,000)             (333,000)
                                                            -------------------     -----------------
Net loss recorded by the Partnership                      $          (958,000)   $       (1,227,000)
                                                            ===================     =================
</TABLE>
Certain Local Limited  Partnerships have incurred  significant  operating losses
and  have  working  capital  deficiencies.  In the  event  these  Local  Limited
Partnerships continue to incur significant operating losses,  additional capital
contributions  by the  Partnership  and/or  the  Local  General  Partner  may be
required  to sustain  the  operations  of such Local  Limited  Partnerships.  If
additional  capital  contributions  are not made  when  they are  required,  the
Partnership's  investment in certain of such Local Limited Partnerships could be
impaired, and the loss and recapture of the related tax credits could occur.

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

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

(a)  Acquisition  fees of 7% of the  gross  proceeds  from  the sale of Units as
     compensation  for services  rendered in connection  with the acquisition of
     Local Limited Partnerships. As of December 31, 2002 and March 31, 2002, the
     Partnership   incurred   acquisition   fees  of   $1,750,000.   Accumulated
     amortization  of these  capitalized  costs were $278,589 and $220,249 as of
     December  31,  2002 and  March 31,  2002,  respectively.


                                       11
<PAGE>
                 WNC HOUSING TAX CREDIT FUND VI, L.P., SERIES 5
                       (A California Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                For the Quarterly Period Ended December 31, 2002
                                   (unaudited)

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

(b)  Acquisition costs of 0.75% of the gross proceeds from the sales of Units as
     full  reimbursement  of costs incurred by the General Partner in connection
     with the acquisition of Local Limited Partnerships. As of December 31, 2002
     and March 31, 2002, the Partnership incurred acquisition costs of $185,734.
     Accumulated  amortization  was $28,284 and $22,088 as of December  31, 2002
     and March 31, 2002, respectively.

(c)  An annual asset  management  fee not to exceed 0.2% of the invested  assets
     (defined as the Partnership's  capital  contributions  plus reserves of the
     Partnership of up to 5% of gross proceeds plus its allocable  percentage of
     the mortgage debt  encumbering the housing  complexes) of the Local Limited
     Partnerships. Management fees of $52,551 were incurred for each of the nine
     months ended  December 31, 2002 and 2001,  of which $0 and $16,795 was paid
     during the nine months ended December 31, 2002 and 2001, respectively.

(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.

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


                                                                December 31, 2002            March 31, 2002
                                                              -----------------------       ------------------

<S>                                                        <C>                           <C>
       Advances from WNC                                   $                 325,490     $             92,041
       Asset management fee payable                                          129,988                   77,437
                                                              -----------------------       ------------------

         Total                                             $                 455,478     $            169,478
                                                              =======================       ==================
</TABLE>
The Partnership  currently has insufficient  working capital to fund operations.
WNC & Associates,  Inc. has agreed to provide advances sufficient enough to fund
the operations and working capital  requirements  of the partnership  through at
least January 1, 2004.

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

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

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

No provision for income taxes has been recorded in the financial statements,  as
any  liability  for  income  taxes  is the  obligation  of the  partners  of the
Partnership.
                                       12
<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED
                For the Quarterly Period Ended December 31, 2002
                                   (unaudited)

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

During the nine months ended December 31, 2002, the Partnership advanced $57,000
to a local  limited  partnership  in which it has an  interest.  During the nine
months ended December 31, 2002, the  Partnership  wrote off $48,000 of the above
advance and received  $9,000 as settlement of a lawsuit against the former local
general  partner of this local limited  partnership.  The payments  ceased after
three  months,  the  settlement  is in default and further legal action is being
pursued.

During the nine  months  ended  December  31,  2002,  the  Partnership  advanced
$152,000  to another  local  limited  partnership  in which it has an  interest.
During the nine months  ended  December  31,  2002,  the  Partnership  wrote off
$17,000  of  the  above  advance.  The  difference  of  $135,000  is  considered
collectable as it is expected to be refunded by a government agency.

NOTE 7 - COMMITMENTS AND CONTINGENCIES
--------------------------------------

The Partnership has a 99% limited partnership  investment in Mansur Wood. During
the year ended March 31, 2002,  WNC, the General  Partner of the Partnership was
advised  that the Local  General  Partner of Mansur  Wood  Living  Center,  L.P.
("Mansur Wood") was withdrawing from Mansur Wood. The withdrawing  Local General
Partner was a local general  partner in other Illinois  limited  partnerships in
which other WNC investment  partnerships  have  invested.  With respect to those
other Illinois limited partnerships,  the withdrawn Local General Partner failed
to complete  construction  and was in default of  covenants  relating to certain
construction  loans.  A settlement  agreement  was entered  into, a condition of
which was that the Local General Partner withdraw from Mansur Wood and the other
WNC investment partnerships and be replaced with a WNC affiliate.  Upon assuming
the role of general  partner,  the WNC  affiliate  has  identified  a  potential
problem  with the Mansur Wood in regards to unpaid  bills,  mortgage,  and taxes
which might require an additional infusion of cash (See Note 6). The Partnership
does not have the reserves to fund the infusion and  therefore it will be funded
by Associates.

                                       13

<PAGE>


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

Forward-Looking Statements
--------------------------

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

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

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

The following discussion and analysis compares the results of operations for the
fiscal  quarters  ended  December  31,  2002 and  2001,  and  should  be read in
conjunction  with the condensed  financial  statements  and  accompanying  notes
included within this report.

Financial Condition
-------------------

The Partnership's  assets at December 31, 2002 consisted primarily of $14,000 in
cash,  $208,000 in restricted cash,  aggregate  investments in the fifteen Local
Limited Partnerships of $15,182,000 and $146,000 in other assets. Liabilities at
December  31,  2002  primarily  consisted  of  $229,000  due  to  Local  Limited
Partnerships, $130,000 in annual asset management fees, and $325,000 in advances
and other payables due to the General Partner or affiliates.

Results of Operations
---------------------

Three Months Ended December 31, 2002 Compared to Three Months Ended December 31,
2001.  The  Partnership's  net loss for the three months ended December 31, 2002
was $(334,000), reflecting a decrease of $(130,000) from the $(464,000) net loss
for the three months ended  December 31, 2001. The change was primarily due to a
decrease in equity in losses of Local Limited  Partnerships  of $(160,000)  from
$(408,000)  for the three months ended  December 31, 2001 to $(248,000)  for the
three months  ended  December  31,  2002.  Offsetting  the decrease in equity in
losses  of  Local  Limited  Partnerships,  loss  from  operations  increased  by
$(30,000)  from  $(56,000)  for the three  months  ended  December  31,  2001 to
$(86,000)  for the three  months  ended  December  31,  2002 due to write off of
advances to two Local Limited Partnerships.

Nine Months Ended  December 31, 2002 Compared to Nine Months Ended  December 31,
2001. The Partnership's net loss for the nine months ended December 31, 2002 was
$(1,156,000),  reflecting  a  decrease  of  approximately  $(264,000)  from  the
$(1,420,000)  net loss for the nine months ended  December 31, 2001.  The change
was  primarily  due  to  a  decrease  in  equity  in  losses  of  Local  Limited
Partnerships of $(269,000) from  $(1,227,000) for the nine months ended December
31, 2001 to $(958,000) for the nine months ended  December 31, 2002.  Offsetting
the  decrease  in  equity in losses  of Local  Limited  Partnerships,  loss from
operations  increased  by $(6,000)  from  $(192,000)  for the nine months  ended
December 31, 2001 to $(198,000)  for the nine months ended December 31, 2002 due
to an increase in other  operating  expenses due to write off of advances to two
Local Limited Partnerships.

                                      14
<PAGE>

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

Cash Flows
----------

Nine Months Ended  December 31, 2002 Compared to Nine Months Ended  December 31,
2001.  Net cash  increased by $13,000  during the nine months ended December 31,
2002.  Net cash  decreased  during the nine months  ended  December  31, 2001 by
$(83,000)  reflecting a change of $96,000.  The overall  increase in net cash is
due primarily to a $73,000 change in net cash used in operations  from $(71,000)
of cash used in operations for the nine months ended December 31, 2001 to $2,000
of cash provided by operations  for the nine months ended  December 31, 2002 due
substantially to an increase in accrued payables including management fees which
were not paid  during the 9 months.  In  addition,  there was an increase in net
cash provided by investing activities, as no payments were made to Local Limited
Partnerships  on outstanding  payables during the nine months ended December 31,
2002.


During the nine  months  ended  December  31,  2002  accrued  fees and  expenses
increased by of $286,000,and  consist primarily of related party management fees
and advances due to the General Partner. The General Partner does not anticipate
that the  accrued  fees and  advances  will be paid  until  such time as capital
reserves  are in excess  of  foreseeable  working  capital  requirements  of the
partnership.

During the nine months ended December 31, 2002, the Partnership advanced $57,000
to a local  limited  partnership  in which it has an  interest.  During the nine
months ended December 31, 2002, the  Partnership  wrote off $48,000 of the above
advance and received  $9,000 as settlement of a lawsuit against the former local
general  partner of this local limited  partnership.  The payments  ceased after
three  months,  the  settlement  is in default and further legal action is being
pursued.

During the nine  months  ended  December  31,  2002,  the  Partnership  advanced
$152,000 to a local limited partnership in which it has an interest.  During the
nine months ended  December 31, 2002, the  Partnership  wrote off $17,000 of the
above advance.

The  Partnership  does not expect its future cash flows,  together  with its net
available  assets at December 31, 2002,  to be  sufficient to meet all currently
foreseeable future cash requirements.  Accordingly,  WNC & Associates,  Inc. has
agreed to provide advances  sufficient enough to fund the operations and working
capital requirements of the partnership through at least January 1, 2004.

Impact of New Accounting Pronouncements
---------------------------------------

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

In June 2002,  the FASB issued SFAS No. 146,  "Accounting  for Costs  Associated
with  Exit or  Disposal  Activities."  SFAS No.  146  addresses  accounting  and
reporting for costs  associated  with exit or disposal  activities and nullifies
Emerging  Issues Task Force Issue No. 94-3,  "Liability  Recognition for Certain
Employee  Termination  Benefits  and Other Costs to Exit an Activity  (Including
Certain  Costs  Incurred  in a  Restructuring)."  SFAS No. 146  requires  that a
liability for a cost associated with an exit or disposal  activity be recognized
and measured  initially at fair value when the  liability is incurred.  SFAS No.
146 is  effective  for exit or  disposal  activities  that are  initiated  after
December 31, 2002, with early application  encouraged.  SFAS 146 is not expected
to have a material impact on the Partnership's  financial position or results of
operations.

                                       15
<PAGE>

Item 3.   Quantitative and Qualitative Disclosures About Market Risks

          None.

Item 4. Controls and Proceedures

     Within the 90 days prior to the date of this  report,  the Company  carried
     out an evaluation,  under the supervision and with the participation of the
     Company's  management,  including the Company's Chief Executive Officer and
     Chief Financial  Officer,  of the effectiveness of the design and operation
     of the Company's  disclosure  controls and procedures  pursuant to Exchange
     Act Rule 13a- 14. Based upon that evaluation,  the Chief Executive  Officer
     and  Chief  Financial  Officer  concluded  that  the  Company's  disclosure
     controls and procedures are effective. There were no significant changes in
     the   Company's   internal   controls  or  in  other   factors  that  could
     significantly  affect  these  controls  subsequent  to the  date  of  their
     evaluation.

PART II. OTHER INFORMATION
--------------------------

Item 1.   Legal Proceedings

     A Settlement  Agreement  was entered into on March 26, 2002 between El Reno
     Housing Associates Limited Partnership ("El Reno Housing"), Ashbrooke Place
     Limited  Partnership  ("Ashbrooke  Place") and E. Allen Cowen II ("Cowen").
     Cowen  agreed to pay El Reno  Housing  the sum of  $250,000  in 20  monthly
     payments of $3,000 per month commencing on June 15, 2002, and an additional
     one-time  payment of $190,000 due on January 31, 2004.  The  settlement was
     for a lawsuit in District Court of Oklahoma County,  State of Oklahoma.  As
     of  December  31, 2002 and  February  4, 2002,  Cowen is in default of this
     agreement.


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

     The Consent Solicitation Statement dated December 2, 2002 was first sent to
     the Limited Partners on or about December 2, 2002.

     The General  Partner has proposed that the Partnership  cease  reproduction
     and mailing of quarterly  and annual  financial  statements  to the Limited
     Partners,  to  reduce  the  expenses  incurred  by  the  Partnership.   The
     Partnership  will  continue  to  prepare  quarterly  and  annual  financial
     statements  so long as it is  required  to do so under the  Securities  and
     Exchange  Commission  Act of 1934 and  submit  them to the  Securities  and
     Exchange  Commission.  All votes were to be returned to the General Partner
     by February 3, 2003 to be counted. The proposal was approved by the Limited
     Partners and the results of the vote were 14,716.67 for the proposal, 1,936
     against the proposal, and 469 abstentions.

Item 5. Other Information

     Wilfred N. Cooper,  Jr. has assumed the role of Chief Executive  Officer of
     WNC & Associates.  Wilfred N. Cooper,  Sr. who previously  held the role of
     Chief Executive Officer remains the Chairman of The Board.

Item 6.  Exhibits and Reports on Form 8-K

(a)      Reports on Form 8-K.

1.       NONE

(b)      Exhibits.

99.1     Certification pursuant to 18 U.S.C. Section 1350 as adopted pursuant to
         Section 906 of the Sarbanes-Oxley Act of 2002.

                                       16
<PAGE>

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

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

By:   WNC & Associates, Inc.        General Partner





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

Date:  February 24, 2003





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

Date:  February 24, 2003


                                       17
<PAGE>

                                 CERTIFICATIONS

I,   Wilfred N. Cooper, Jr., certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of WNC  Housing  Tax
     Credit Fund VI, L.P. Series 5;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees  who have a  ignificant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 24, 2003


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

President and Chief Executive Officer of WNC & Associates, Inc.

                                       18

<PAGE>

                                 CERTIFICATIONS

I,   Thomas J. Riha, certify that:

1.   I have  reviewed  this  quarterly  report on Form 10-Q of WNC  Housing  Tax
     Credit Fund VI, L.P. Series 5;

2.   Based on my knowledge,  this  quarterly  report does not contain any untrue
     statement of a material fact or omit to state a material fact  necessary to
     make the statements  made, in light of the  circumstances  under which such
     statements  were made, not misleading with respect to the period covered by
     this quarterly report;

3.   Based on my  knowledge,  the  financial  statements,  and  other  financial
     information  included  in this  quarterly  report,  fairly  present  in all
     material respects the financial  condition,  results of operations and cash
     flows of the  registrant  as of, and for,  the  periods  presented  in this
     quarterly report;

4.   The  registrant's  other  certifying  officer  and  I are  responsible  for
     establishing and maintaining disclosure controls and procedures (as defined
     in Exchange Act Rules 13a-14 and 15d-14) for the registrant and we have:

     (a)  designed  such  disclosure  controls  and  procedures  to ensure  that
          material  information  relating  to  the  registrant,   including  its
          consolidated subsidiaries,  is made known to us by others within those
          entities,  particularly  during  the  period in which  this  quarterly
          report is being prepared;

     (b)  evaluated the  effectiveness of the registrant's  disclosure  controls
          and procedures as of a date within 90 days prior to the filing date of
          this quarterly report (the "Evaluation Date"); and

     (c)  presented  in  this  quarterly   report  our  conclusions   about  the
          effectiveness  of the disclosure  controls and procedures based on our
          evaluation as of the Evaluation Date;

5.   The registrant's  other certifying  officer and I have disclosed,  based on
     our most recent  evaluation,  to the  registrant's  auditors  and the audit
     committee of  registrant's  board of directors (or persons  performing  the
     equivalent function):

     (a)  all  significant  deficiencies  in the design or operation of internal
          controls  which could  adversely  affect the  registrant's  ability to
          record,  process,   summarize  and  report  financial  data  and  have
          identified for the  registrant's  auditors any material  weaknesses in
          internal controls; and

     (b)  any fraud, whether or not material,  that involves management or other
          employees who have a  significant  role in the  registrant's  internal
          controls; and

6.   The  registrant's  other  certifying  officer and I have  indicated in this
     quarterly report whether or not there were significant  changes in internal
     controls  or in other  factors  that could  significantly  affect  internal
     controls  subsequent to the date of our most recent  evaluation,  including
     any corrective actions with regard to significant deficiencies and material
     weaknesses.

Date: February 24, 2003


/s/  Thomas J. Riha
-------------------

Vice-President - Chief Financial Officer of WNC & Associates, Inc.


                                       19