**Exhibit
        31.2**
  **Certification
        of** **Principal
        Financial Officer**
  **Pursuant
        to Section 302 of the Sarbanes-Oxley Act of 2002**
 **and
        Securities and Exchange Commission Release 34-46427**
 
 I,
        Anthony C. Pintsopoulos, certify that:
 
 1.
        I have
        reviewed this annual report on Form 10-KSB of SRKP 5, Inc.;
 
 2.
        Based
        on my knowledge, this annual 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 annual report;
 
 3.
        Based
        on my knowledge, the financial statements, and other financial information
        included in this annual 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 annual report;
 
 4.
        The
        registrant's other certifying officers and I are responsible for establishing
        and maintaining disclosure controls and procedures (as defined in Exchange
        Act
        Rules 13a-15(e) and 15d-15(e)) for the registrant and we have:
 
 a)
        designed such disclosure controls and procedures or caused such disclosure
        controls and procedures to be designed under our supervision, 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 annual report is being prepared;
 
 b)
        evaluated the
        effectiveness of the registrant's disclosure
        controls and procedures and presented in this report our conclusions about
        the
        effectiveness of the disclosure controls and procedures, as of the end of
        the
        period covered by this report based on such evaluation;
 
 c)
        disclosed in this report any change in registrant’s internal control over
        financial reporting the occurred during the registrant’s most recent fiscal
        quarter that has materially affected, or is reasonably likely to materially
        affect, the registrant’s internal control over financial reporting;
        and
 
 5.
        The
        registrant's other certifying officers and I have disclosed, based on our
        most
        recent evaluation of internal control over financial reporting, to the
        registrant's auditors and the audit committee of registrant's board of directors
        (or persons performing the equivalent functions):
 
 a)
        all
        deficiencies and material weaknesses in the design or operation of internal
        control over financial reporting which are reasonably likely to adversely
        affect
        the registrant's ability to record, process, summarize and report financial
        information; and
 
 b)
        any
        fraud, whether or not material, that involves management or other employees
        who
        have a significant role in the registrant's internal control over financial
        reporting.
 
 Date:
                  March 14, 2007
              /s/
                  Anthony C. Pintsopoulos
                Anthony
                  C. Pintsopoulos
                Principal
                  Financial Officer