UNITED
STATES
 SECURITIES
AND EXCHANGE COMMISSION
 
 Washington,
D.C. 20549
 
 FORM
10-Q
 (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, 2009
 
 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: 0-21895
 
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 
 California
              33-6163848(State
      or other jurisdiction of
              (I.R.S.
      Employerincorporation
      or organization)
              Identification
      No.)17782
      Sky Park CircleIrvine,
      CA
              92614-6404Address
      of principal executive offices)
              (Zip
      Code)
 
 (714)
662-5565
 (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 X
No
 
 Indicate
by check mark whether the registrant has submitted electronically and posted on
its corporate Web site, if any, every Interactive Data File required to be
submitted and posted pursuant to Rule 405 of Regulation S-T (232.405 of this
chapter) during the preceding 12 months (or for such shorter period that the
registrant was required to submit and post such files).
 
 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__
  WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 INDEX
TO FORM 10 – Q
 
 For
the Quarterly Period Ended December 31, 2009
  
 PART
      I. FINANCIAL INFORMATIONItem
      1.
              Financial
      StatementsBalance
      SheetsAs
      of December 31, 2009 and March 31, 2009
              3Statements
      of OperationsFor
      the Three and Nine Months Ended  December 31, 2009 and
      2008
              4Statement
      of Partners' Equity (Deficit)For
      the  Nine Months Ended  December 31,
    2009
              5Statements
      of Cash FlowsFor
      the  Nine Months Ended  December 31, 2009 and
      2008
              6Notes
      to Financial Statements
              
              7Item
      2.
              Management's
      Discussion and Analysis of FinancialCondition
      and Results of Operations
              17Item
      3.
              Quantitative
      and Qualitative Disclosures about Market Risks
              
              20Item
      4T.
              Controls
      and Procedures
              
              20PART
      II. OTHER INFORMATIONItem
      1.
              Legal
      Proceedings
              
              21Item
      2.
              Unregistered
      Sales of Equity Securities and Use of Proceeds
              
              21Item
      3.
              Defaults
      Upon Senior Securities
              
              21Item
      4.
              Submission
      of Matters to a Vote of Security Holders
              
              21Item
      5.
              Other
      Information
              
              21Item
      6.
              Exhibits
              
              21Signatures
              
              22
 
  2
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 BALANCE
SHEETS
 (unaudited)
  
 December
      31, 2009
              
              
              March
      31, 2009ASSETSCash
              
              $
              2,973
              
              
              $
              9,498Investments
      in Local Limited Partnerships, net (Notes 2 and 3)
              
              
              -
              
              
              
              -Total
      Assets
              
              $
              2,973
              
              
              $
              9,498LIABILITIES
      AND PARTNERS' EQUITY (DEFICIT)Liabilities:Accrued
      expenses
              
              $
              -
              
              
              $
              4,000Accrued
      fees and expenses due toGeneral
      Partner and affiliates (Note 3)
              
              
              648,083
              
              
              
              648,548Total
      Liabilities
              
              
              648,083
              
              
              
              652,548Partners’
      Equity (Deficit):General
      Partner
              
              
              2,570,917
              
              
              
              2,419,384Limited
      Partners (25,000 Partnership Units authorized;18,000
      Partnership Units issued and outstanding)
              
              
              (3,216,027
              )
              
              
              (3,062,434
              )Total
      Partners’ Equity (Deficit)
              
              
              (645,110
              )
              
              
              (643,050
              )Total
      Liabilities and Partners’ Equity (Deficit)
              
              $
              2,973
              
              
              $
              9,498
  See
accompanying notes to financial statements
 3
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 STATEMENTS
OF OPERATIONS
 
 For
the Three and Nine Months Ended December 31, 2009 and 2008
 (unaudited)
  2009
              
              
              2008Three
      Months
              
              
              Nine
      Months
              
              
              Three
      Months
              
              
              Nine
      MonthsReporting
      fees
              
              $
              5,000
              
              
              $
              14,799
              
              
              $
              -
              
              
              $
              53,215Distribution
      income
              
              
              -
              
              
              
              34,031
              
              
              
              1,432
              
              
              
              20,461Miscellaneous
      income
              
              
              3
              
              
              
              3
              
              
              
              -
              
              
              
              -Total
      operating income
              
              
              5,003
              
              
              
              48,833
              
              
              
              1,432
              
              
              
              73,676Operating
      expenses:Amortization
      (Note 2)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              3,461Asset
      management fees (Note 3)
              
              
              12,375
              
              
              
              37,125
              
              
              
              12,375
              
              
              
              37,125Legal
      and accounting fees
              
              
              45,539
              
              
              
              58,854
              
              
              
              3,577
              
              
              
              56,658Impairment
      loss (Note 2)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              1,115,739Write
      off of advances to Local
                Limited  Partnerships
              
              
              63,170
              
              
              
              97,553
              
              
              
              133,212
              
              
              
              229,484Appraisal
      expenses
              
              
              -
              
              
              
              4,000
              
              
              
              6,000
              
              
              
              6,000Other
              
              
              1,421
              
              
              
              6,449
              
              
              
              6,080
              
              
              
              8,677Total
      operating expenses
              
              
              122,505
              
              
              
              203,981
              
              
              
              161,244
              
              
              
              1,457,144Loss
      from operations
              
              
              (117,502
              )
              
              
              (155,148
              )
              
              
              (159,812
              )
              
              
              (1,383,468
              )Equity
      in losses of LocalLimited
      Partnerships (Note 2)
              
              
              -
              
              
              
              -
              
              
              
              -
              
              
              
              (903
              )Gain
      on sale of  investment in
                Local
      Limited Partnership
              
              
              1
              
              
              
              1
              
              
              
              -
              
              
              
              -Interest
      income
              
              
              -
              
              
              
              3
              
              
              
              2
              
              
              
              22Net
      loss
              
              $
              (117,501
              )
              
              $
              (155,144
              )
              
              $
              (159,810
              )
              
              $
              (1,384,349
              )Net
      loss allocated to:General
      Partner
              
              $
              (1,175
              )
              
              $
              (1,551
              )
              
              $
              (1,598
              )
              
              $
              (13,843
              )Limited
      Partners
              
              $
              (116,326
              )
              
              $
              (153,593
              )
              
              $
              (158,212
              )
              
              $
              (1,370,506
              )Net
      loss per Partnership Unit
              
              $
              (7
              )
              
              $
              (9
              )
              
              $
              (9
              )
              
              $
              (76
              )Outstanding
      weighted
                Partnership
      Units
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
              
              
              
              18,000
 
  See
accompanying notes to financial statements
 4
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 STATEMENT
OF PARTNERS’ EQUITY (DEFICIT)
 
 For
the Nine Months Ended December 31, 2009
 (unaudited)
  
 General
              
              
              LimitedPartner
              
              
              Partners
              
              
              TotalPartners’
      equity (deficit) at March 31, 2009
              
              $
              2,419,384
              
              
              $
              (3,062,434
              )
              
              $
              (643,050
              )Contributions
      (Note 5)
              
              
              153,084
              
              
              
              -
              
              
              
              153,084Net
      loss
              
              
              (1,551
              )
              
              
              (153,593
              )
              
              
              (155,144
              )Partners’
      equity (deficit) at December 31, 2009
              
              $
              2,570,917
              
              
              $
              (3,216,027
              )
              
              $
              (645,110
              )
  See
accompanying notes to financial statements
 5
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 STATEMENTS
OF CASH FLOWS
 
 For
the Nine Months Ended December 31, 2009 and 2008
 (unaudited)
  2009
              
              
              2008Cash
      flows from operating activities:Net
      loss
              
              $
              (155,144
              )
              
              $
              (1,384,349
              )Adjustments
      to reconcile net loss to netcash
      used in operating activities:Amortization
              
              
              -
              
              
              
              3,461Impairment
      loss
              
              
              -
              
              
              
              1,115,739Equity
      in losses of  Local Limited Partnerships
              
              
              -
              
              
              
              903Change
      in accrued expenses
              
              
              (4,000
              )
              
              
              -Change
      in accrued fees and expenses due to General Partner
                and
      affiliates
              
              
              152,619
              
              
              
              198,707Gain
      on sale of investment in Local
                Limited
      Partnership
              
              
              (1
              )
              
              
              -Net
      cash used in operating activities
              
              
              (6,526
              )
              
              
              (65,539
              )Cash
      flows from investing activities:Proceeds
      from sale of investment in Local
                Limited
      Partnership
              
              
              1
              
              
              
              -Advances
      to Local Limited Partnerships
              
              
              (97,553
              )
              
              
              (229,484
              )Write
      off of advances to Local Limited Partnerships
              
              
              97,553
              
              
              
              229,484Net
      cash provided by investing activities
              
              
              1
              
              
              
              -Net
      decrease in cash
              
              
              (6,525
              )
              
              
              (65,539
              )Cash,
      beginning of period
              
              
              9,498
              
              
              
              83,448Cash,
      end of period
              
              $
              2,973
              
              
              $
              17,909SUPPLEMENTAL
      DISCLOSURE OF
                CASH
      FLOW INFORMATIONTaxes
      paid
              
              $
              -
              
              
              $
              -NON-CASH
      INVESTING AND FINANCING ACTIVITIESGeneral
      Partner equity balance was increased and
                accrued
      fees and expenses due to the General Partner
                was
      decreased as a result of forgiveness of debt by the
                General
      Partner.
              
              $
              153,084
              
              
              $
              1,471,854
  See
accompanying notes to financial statements
 6
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS
 
 For
the Quarterly Period Ended December 31, 2009
 (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 nine months ended December 31,
2009 are not necessarily indicative of the results that may be expected for the
fiscal year ending March 31, 2010.  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,
2009.
 
 Organization
 
 WNC
Housing Tax Credit Fund V, L.P., Series 3 (the "Partnership"), is a California
Limited Partnership formed under the laws of the State of California on March
28, 1995.  The Partnership was formed to invest primarily in other
limited partnerships (“Local Limited Partnerships”) which own 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., a California
corporation (the “General Partner” or “Associates”). The chairman and president
of Associates 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, 2050
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 interests (“Partnership Units”) at $1,000 per Partnership Unit. The
offering of Partnership Units concluded in January 1996, at which time 18,000
Partnership Units representing subscriptions in the amount of $17,558,985, net
of $441,015 of discounts for volume purchases, 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.
 
 Sempra
Energy Financial, a California corporation, which is not an affiliate of the
Partnership or General Partner, had purchased 4,560 Units, which represents
25.3% of the Partnership Units outstanding for the
Partnership.  Sempra Energy Financial invested
$4,282,600.  A discount of $277,400 was allowed due to a volume
discount.  On July 1, 2006 Sempra Energy Financial transferred their
4,560 Partnership Units to Sempra Section 42, LLC.  See Item 12(b) in
the year ended March 31, 2009 10-K.  Western Financial Savings Bank,
which is not an affiliate of the Partnership or General Partner, has purchased
1,068 Partnership Units, which represent 5.9% of the Units outstanding for
the
  7
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)
  NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Partnership.  Western
Financial Savings Bank invested $1,000,000.  A discount of $68,000 was
allowed due to a volume discount.  See Item 12(b) in the year ended
March 31, 2009 10-K.
 
 The
proceeds from the disposition of any of the Local Limited Partnership’s Housing
Complexes will be used first to pay debts and other obligations per the
respective Local Limited Partnership Agreement.  Any remaining
proceeds will then be paid to the Partnership.  The sale of a Housing
Complex may be subject to other restrictions and
obligations.  Accordingly, there can be no assurance that a Local
Limited Partnership will be able to sell its Housing Complex.  Even if
it does so, there can be no assurance that any significant amounts of cash will
be distributed to the Partnership.  Should such distributions occur,
the Limited Partners will be entitled to receive distributions from the proceeds
remaining after payment of Partnership obligations and funding reserves, equal
to their capital contributions and their return on investment (as defined in the
Partnership Agreement) and the General Partners 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.
  8
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)
  NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued
 
 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 Housing Complexes, 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 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.
 
 All of
the Low Income Housing Tax Credits anticipated to be realized from the Local
Limited Partnerships have been realized. The Partnership does not anticipate
being allocated any Low Income Housing Tax Credits from the Local Limited
Partnerships in the future.  Until the Local Limited Partnerships have
completed the 15 year Low Income Housing Tax Credit compliance period, risks
exist for potential recapture of prior Low Income Housing Tax Credits
received.
 
 No
trading market for the Partnership Units exists or is expected to develop.
Limited Partners may be unable to sell their Partnership Units except at a
discount and should consider their Partnership Units to be a long-term
investment. Individual Limited Partners will have no recourse if they disagree
with actions authorized by a vote of the majority of Limited
Partners.
 
 The
Partnership currently has insufficient working capital to fund its
operations.  Associates has agreed to continue providing advances
sufficient enough to fund the operations and working capital requirements of the
Partnership through February 28, 2011.
 
 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
Compliance Period for a Housing Complex is generally 15 years 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.
 
 With that
in mind, the General Partner is continuing its review of the Housing Complexes,
with special emphasis on the more mature Housing Complexes such as any that have
satisfied the IRS compliance requirements.  The review considers many
factors, including extended use requirements (such as those due to mortgage
restrictions or state compliance agreements), the condition of the Housing
Complexes, and the tax consequences to the Limited Partners from the sale of the
Housing Complexes.
  9
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)
  NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Upon
identifying those Housing Complexes with the highest potential for a successful
sale, refinancing or syndication, the Partnership expects to proceed with
efforts to liquidate them. The objective is to maximize the Limited Partners’
return wherever possible and, ultimately, to wind down the Partnership. Local
Limited Partnership interests may be disposed of any time by the General Partner
in its discretion. While
liquidation of the Housing Complexes continues to be evaluated, the dissolution
of the Partnership was not imminent as of December 31, 2009. One Local Limited
Partnership, Patten Towers, II, L.P. has been identified for
disposition.
 
 As of
December 23, 2009, the Partnership had identified one Local Limited Partnership,
Raymond S. King Apartments L.P. (“Raymond S. King”) for
disposition.   Raymond S. King was sold on December 31, 2009 to
one of the Local General Partners who purchased the Limited Partnership
interests for $1.  Raymond S. King was appraised with a value of
$28,000 and the outstanding mortgage debt was $781,939 at December 31,
2008.  In selling this Limited Partnership interests, the Partnership
received $1 for its Limited Partnership interests in this Local Limited
Partnership. The Partnerships net investment balance in this Local Limited
Partnership was zero at the time of the sale.  Accordingly, no
material gain or loss will be recorded by the Partnership upon this
disposition.  In order for the Local General Partner to agree to buy
this Limited Partnership interest, the Partnership has agreed to pay $32,478 to
Raymond S. King to bring all of its payables current, pay for the preparation of
the 2009 annual audit and tax return, bring the property taxes current and fund
a reserve account for the estimated cash short fall for the coming
year.  The Partnership’s General Partner and/or its affiliate had
advanced $20,000 to the Partnership in order to fulfill its commitment to pay
the $32,478 to Raymond S. King.  The Local Limited Partnership will
complete its 15-year compliance period in 2012; therefore there is a risk of tax
credit recapture.  The last year in which Low Income Housing Tax
Credits were generated by this Local Limited Partnership was
2007.  The maximum exposure of recapture along with the interest and
penalties related to the recapture is $177,700 which equates to $9.87 per
Limited Partnership Unit.  The executed Purchase Agreement states that
Raymond S. King must remain in compliance with Section 42 of the IRS code. Until
the completion of the 15-year compliance period is completed, the Purchaser must
furnish the Partnership with certain reports proving that the property is still
in compliance with the IRS code. Management does not expect there will be any
recapture or losses.
 
 Method of Accounting for
Investments in Local Limited Partnerships
 
 The
Partnership accounts for its investments in Local Limited Partnerships using the
equity method of accounting, whereby the Partnership adjusts its investment
balance for its share of the Local Limited Partnerships’ results of operations
and for any contributions made and distributions received. The Partnership
reviews the carrying amount of an individual investment in a Local Limited
Partnership for possible impairment whenever events or changes in circumstances
indicate that the carrying amount of such investment may not be
recoverable.  Recoverability of such investment is measured by the
estimated value derived by management, generally consisting of the sum of the
remaining future Low Income Housing Tax Credits estimated to be allocable to the
Partnership and the estimated residual value to the
Partnership.   If an investment is considered to be impaired, the
Partnership reduces the carrying value of its investment in any such Local
Limited Partnership.  The accounting policies of the Local Limited
Partnerships, generally, are expected to be consistent with those of the
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).
 
 “Equity
in losses of Local Limited Partnerships” for the periods ended December 31, 2009
and 2008 have been recorded by the Partnership. Management’s estimate for the
nine-month period is based on either actual unaudited results reported by the
Local Limited Partnerships or historical trends in the operations of the Local
Limited Partnerships. that the investment balance would be adjusted below
zero.
  10
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)
  NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued
 
 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 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).
 
 In
accordance with the accounting guidance for the consolidation of variable
interest entities, the Partnership determines when it should include the assets,
liabilities, and activities of a variable interest entity (VIE) in its financial
statements, and when it should disclose information about its relationship with
a VIE. A VIE is a legal structure used to conduct activities or hold assets, and
a VIE must be consolidated by a company if it is the primary beneficiary because
a primary beneficiary absorbs the majority of the entity’s expected losses, the
majority of the expected residual returns, or both. The Local Limited
Partnerships in which the Partnership invests are VIEs. However, management does
not consolidate the Partnership’s interests in these VIE’s as the Partnership is
not considered theprimary beneficiary. The
Partnership’s balance in its investment in Local Limited Partnerships, plus the
risk of recapture of tax credits previously recognized on these investments,
represents its maximum exposure to loss. The Partnership may be subject to
additional losses to the extent of any financial support that the Partnership
voluntarily provides to the Local Limited Partnerships in the
future.
 
 Distributions
received by the Partnership are accounted for as a reduction of the investment
balance.  Distributions received after the investment has reached zero
are recognized as income.  As of December 31, 2009, all of the
investment balances had reached zero.
 
 Use of
Estimates
 
 The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements, and the reported amounts of revenues and expenses
during the reporting period.  Actual results could materially differ
from those estimates.
 
 Cash and Cash
Equivalents
 
 The
Partnership considers all highly liquid investments with original maturities of
three months or less when purchased to be cash equivalents.  As of
December 31, 2009 and March 31, 2009, the Partnership had no cash
equivalents.
 
 Reporting Comprehensive
Income
 
 The
Partnership had no items of other comprehensive income for all periods
presented.
 
 Income
Taxes
 
 The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns.  The
Partnership’s federal tax status as a pass-through entity is based on its legal
status as a partnership. Accordingly, the Partnership is not required to take
any tax positions in order to qualify as a pass-through entity. The Partnership
is required to file and does file tax returns with the Internal Revenue Service
and other taxing authorities. Accordingly, these financial statements do not
reflect a provision for income taxes and the Partnership has no other tax
positions which must be considered for disclosure.
  11
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)
  NOTE 1 - SUMMARY OF
SIGNIFICANT ACCOUNTING POLICIES, continued
 
 Net Loss Per Partnership
Unit
 
 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.
 
 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.
 
 Amortization
 
 Acquisition
fees and costs were being amortized over 30 years using the straight-line
method. Amortization expense for the nine months ended December 31, 2009 and
2008 was $0 and $3,461,  respectively. During the nine months ended
December 31, 2009 and 2008, an impairment loss of $0 and $169,938, respectively,
was recorded against these fees and costs.
 
 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. For the nine months ended December 31, 2009 and 2008,
impairment loss related to investment in Local Limited Partnerships was $0 and
$945,801, respectively. The Partnership also evaluates its intangibles for
impairment in connection with its investments in Local Limited Partnerships.
Impairment on the intangibles is measured by comparing the investment’s carrying
amount after impairment and the related intangible assets to the sum of the
total of the remaining Low Income Housing Tax Credits allocated to the
Partnership and the estimated residual value of the investment. During the nine
months ended December 31, 2009 and 2008, an impairment loss of $0 and $169,938,
respectively, was recorded on the related intangibles.
 
 NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS
 
 As of the
periods presented, the Partnership owns Local Limited Partnership interests in
15 and 16 Local Limited Partnerships, respectively, consisting of an aggregate
of 721 and 744 apartment units, respectively. 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 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
Low Income Housing Tax Credits of the Local Limited Partnerships, except for one
of the investments for which the Partnership is entitled to 49.49% of such
amount.
  12
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)
  NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 A loss in
value from a Local Limited Partnership other than a temporary decline would be
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.  Due to current economic conditions
all Local Limited Partnerships were not considered to have any residual value.
Accordingly, the Partnership recorded an impairment loss of $0 and $945,801
during the nine months ended December 31, 2009 and 2008
respectively.  Beginning in the quarter ended June 30, 2008, the
Partnership started evaluating its intangibles for impairment in connection with
its investment in Local Limited Partnerships.  During the nine months
ended December 31, 2009 and 2008, an impairment loss of $0 and $169,938,
respectively, was recorded on the related intangibles.
 
 The
following is a summary of the equity method activity of the investments in Local
Limited Partnerships for the periods presented below:
 
 For
      the Nine Months Ended
                December
      31, 2009
              
              
              For
      the Year Ended
                March
      31, 2009Investments
      per balance sheet, beginning of period
              
              $
              -
              
              
              $
              1,120,103Equity
      in losses of Local Limited Partnerships
              
              
              -
              
              
              
              (903
              )Impairment
      loss
              
              
              -
              
              
              
              (1,115,739
              )Amortization
      of capitalized acquisition fees and costs
              
              
              -
              
              
              
              (3,461
              )Investments
      per balance sheet, end of period
              
              $
              -
              
              
              $
              -
 
 Selected
financial information for the nine months ended December 31, 2009 and 2008 from
the unaudited combined condensed financial statements of the Local Limited
Partnerships in which the Partnership has invested is as
follows:
  13
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)
  NOTE 2 - INVESTMENTS IN
LOCAL LIMITED PARTNERSHIPS, continued
 
 COMBINED
      CONDENSED STATEMENTS OF OPERATIONS2009
              
              
              2008Revenues
              
              $
              3,373,000
              
              
              $
              3,373,000ExpensesInterest
      expense
              
              
              587,000
              
              
              
              587,000Depreciation
      and amortization
              
              
              979,000
              
              
              
              979,000Operating
      expenses
              
              
              3,018,000
              
              
              
              3,018,000Total
      expenses
              
              
              4,584,000
              
              
              
              4,584,000Net
      loss
              
              $
              (1,211,000
              )
              
              $
              (1,211,000
              )Net
      loss allocable to the Partnership
              
              $
              (1,189,000
              )
              
              $
              (1,189,000
              )Net
      loss recorded by the Partnership
              
              $
              -
              
              
              $
              (1,000
              )
 
 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 may be required to sustain operations of such
Local Limited Partnerships.  If additional capital contributions are
not made when they are required, the Partnership's investments 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.
 
 Troubled Housing
Complexes
 
 One Local
Limited Partnership, Patten Towers L.P. II (“Patten Towers”), is currently
listed for sale with a national brokerage firm. The Partnership does not
anticipate proceeds from the sale.  Any sale transaction contemplated
will require that the property maintain compliance with the Section 42 tax
credit provisions, thereby avoiding recapture of any previously claimed tax
credits.
 
 The
Partnership has a 99% limited partnership investment in Heritage Apartments,
L.P. (“Heritage”).  Heritage is a defendant in several wrongful death
lawsuits and related injury lawsuits.  Heritage carries general
liability and extended liability insurance.  Discovery for these
lawsuits is ongoing, but the management of Heritage and WNC are unable to
determine the outcome of these lawsuits at this time or their impact, if any, on
the Partnership’s financial statements. Should Heritage be unsuccessful in its
defense and the insurer denies coverage or the insurance coverage proves to be
inadequate, the Partnership may be required to sell its investment or may
otherwise lose its investment in Heritage, which was $0 at December 31,
2009.  Loss of the Heritage investment could result in the cessation
and recapture of tax credits and certain prior tax deductions. As of the date of
this report no losses have been recognized and management does not expect losses
to occur.
  14
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (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 7.5% 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
      $1,200,785.  The acquisition fees were fully amortized for all
      periods presented.
 
 (b)
              Reimbursement
      of costs incurred by the General Partner or an affiliate in connection
      with the acquisition of Local Limited Partnerships.  These
      reimbursements have not exceeded 1% of the gross proceeds.  As
      of the end of all periods presented, the Partnership incurred acquisition
      costs of $120,510, which have been included in investments in Local
      Limited Partnerships.  The acquisition costs were fully
      amortized for all periods
presented.
 
 (c)
              An
      annual asset management fee equal to the greater amount of (i) $2,000 for
      each Housing complex, or (ii) 0.275% of gross proceeds.  In
      either case, the fee will be decreased or increased annually based on
      changes to the Consumer Price Index.  However, in no event will
      the maximum amount exceed 0.2% of the invested assets of the Local Limited
      Partnerships, as defined.  “Invested Assets” means the sum of
      the Partnership’s investment in Local Limited Partnership interests and
      the Partnership’s allocable share of mortgage loans on and other debts
      related to the Housing Complexes owned by such Local Limited
      Partnerships.  Asset management fees of $37,125 were incurred
      during each of the nine months ended December 31, 2009 and 2008.The
      Partnership paid the General Partner and or its affiliates $0 of those
      fees during each of the nine months ended December 31, 2009 and
      2008.
 
 (d)
              The
      Partnership reimburses the General Partner or its affiliates for operating
      expenses incurred by the Partnership and paid for by the General Partner
      or its affiliates on behalf of the Partnership. Operating expense
      reimbursements were $0 and $35,250 during the nine months ended December
      31, 2009 and 2008, respectively.
 
 (e)
              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 14% through December 31,
      2006 and 6% thereafter (as defined in the Partnership Agreement) and is
      payable only if the General Partner or its affiliates render services in
      the sales effort.  No such fees were incurred for all periods
      presented.
 
 The
accrued fees and expenses due to the General Partner and affiliates consist of
the following at:
 December
      31, 2009
              
              
              March
      31, 2009Expenses
      paid by the General Partner or affiliates
                on
      behalf of the Partnership
              
              $
              167,833
              
              
              $
              103,031Advance
      made to the Partnership from the General
                Partner
      or affiliates
              
              
              20,000
              
              
              
              122,392Asset
      management fee payable
              
              
              460,250
              
              
              
              423,125Total
              
              $
              648,083
              
              
              $
              648,548
 
 The
General Partner and/or its affiliates do not anticipate that these accrued fees
will be paid until such time as capital reserves are in excess of future
foreseeable working capital requirements of the Partnership
  15
 WNC
HOUSING TAX CREDIT FUND V, L.P., SERIES 3
 (A
California Limited Partnership)
 
 NOTES
TO FINANCIAL STATEMENTS - CONTINUED
 
 For
the Quarterly Period Ended December 31, 2009
 (unaudited)
  
 NOTE 4 –ADVANCES TO LOCAL
LIMITED PARTNERSHIPS
 
 During
the nine months ended December 31, 2009, the Partnership voluntarily advanced
$97,553 to two Local Limited Partnerships. Both Local Limited Partnerships have
been experiencing operational issues.  As of December 31, 2009 total
advances made to Local Limited Partnerships were $1,950,178 all of which was
reserved.  The Partnership determined the recoverability of these advances
to be improbable and, accordingly, a reserve had been recorded.
 
 NOTE 5 –CAPITAL CONTRIBUTION BY
GENERAL PARTNER
 
 During
nine months ended December 31, 2009, the Partnership was relieved of debt owed
to the General Partner totaling $153,084.   The Partnership had
received cash advances from the General Partner, which were in turn advanced by
the Partnership to a certain Local Limited Partnerships to help aid the Local
Limited Partnerships with their operational issues.  The advances were
deemed to be uncollectible by the General Partner, and as such, the debt was
forgiven. The cancellation of debt was recorded by the Partnership as a capital
contribution from the General Partner.
 
 NOTE 6 – SUBSEQUENT
EVENTS
 
 Events
that occur after the balance sheet date but before the financial statements were
available to be issued must be evaluated for recognition or disclosure. The
effects of subsequent events that provide evidence about conditions that existed
at the balance sheet date are recognized in the accompanying financial
statements. Subsequent events, which provide evidence about conditions that
existed after the balance sheet date, require disclosure in the accompanying
notes. Management evaluated the activity of the Partnership through (FILING
DATE) and concluded that no subsequent events have occurred that would require
recognition in the financial
  16
  
 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 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 condensed unaudited financial statements and the
notes thereto included elsewhere in this filing.
 
 The
following discussion and analysis compares the results of operations for the
three and nine months ended December 31, 2009 and 2008, and should be read in
conjunction with the condensed unaudited financial statements and accompanying
notes included within this report.
 
 Financial
Condition
 
 The
Partnership’s assets at December 31, 2009 consisted of $3,000 in
cash.  Liabilities at December 31, 2009 consisted of $648,000 of
accrued fees and expenses due to the General Partner and/or its affiliates for
reimbursement of expenses paid.
 
 Results
of Operations
 
 Three Months Ended December 31, 2009
Compared to the Three Months Ended December 31, 2008.  The
Partnership’s net loss for the three months ended December 31, 2009 was
$(118,000), reflecting a decrease of approximately $42,000 from the $(160,000)
net loss experienced for the three months ended December 31,
2008.  The decrease in net loss is largely due to the $70,000 decrease
in write off of advances to Local Limited Partnerships.  During the
three months ended December 31, 2009 there were advances of $(63,000) made to
two Local Limited Partnerships which were reserved for in full as of December
31, 2009 compared to $(133,000) in advances made and reserved for during the
three months ended December 31, 2008.  The advances made to the
troubled Local Limited Partnerships can vary each year depending on the
operations of the individual Local Limited Partnerships.  Additionally
there was an increase of $(42,000) in legal and accounting fees due to the
timing of the accounting work being performed.  The distribution
income and reporting fees (decreased)/increased by approximately $(1,000) and
$5,000, respectively for the three months ended December 31,
2009.  Distribution income and reporting fees can fluctuate from year
to year due to the fact that Local Limited Partnerships pay those fees to the
Partnership when the Local Limited Partnership’s cash flow will allow for the
payment. There was a $6,000 decrease in appraisal expenses for the three months
ended December 31, 2008 due to the fact that properties were being looked at for
potential disposition during the three months ended December 31, 2008 while none
were being looked at during the three months ended December 31,
2009.
  17
  
 Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued
 
 Nine Months Ended December 31, 2009
Compared to the Nine Months Ended December 31, 2008.  The
Partnership’s net loss for the nine months ended December 31, 2009 was
$(155,000), reflecting a decrease of approximately $1,229,000 from the
$(1,384,000) net loss experienced for the nine months ended December 31,
2008.  The decrease was primarily due to a decrease of $1,116,000 in
impairment loss. As of March 31, 2009 all investment balances were reduced to
zero. Therefore, no further impairment could be recorded. There was also a
$131,000 decrease in write off of advances to Local Limited
Partnerships.  During the nine months ended December 31, 2008 there
were advances of $(229,000) made to two Local Limited Partnerships which were
reserved for in full as of December 31, 2008 compared to $(98,000) in advances
made and reserved for during the nine months ended December 31,
2009.  The advances made to the troubled Local Limited Partnerships
can vary each year depending on the operations of the individual Local Limited
Partnerships.     Additionally there was an increase of
$(2,000) in legal and accounting fees due to the timing of the accounting work
being performed.  The amortization decreased by $3,000 and the equity
in losses of Local Limited Partnerships decreased by $1,000.  Both of
these decreases were due to the fact that all net investments in the Local
Limited Partnerships reached zero and therefore there were no acquisition costs
and fees to be amortized and no equity in losses to be
recognized.  The distribution income and reporting fees increased
(decreased) by approximately $14,000 and $(38,000), respectively for the nine
months ended December 31, 2009.  Distribution income and reporting
fees can fluctuate from year to year due to the fact that Local Limited
Partnerships pay those fees to the Partnership when the Local Limited
Partnership’s cash flow will allow for the payment.
 
 Liquidity
and Capital Resources
 
 Nine Months Ended December 31, 2009
Compared to Nine Months Ended December 31, 2008.  The net
decrease in cash during the nine months ended December 31, 2009 was $(7,000)
compared to a net decrease in cash for the nine months ended December 31, 2008
of $(66,000).  The variance in net change in cash is largely due to
the $131,000 decrease in advances made to Local Limited Partnerships for the
nine months ended December 31, 2009 as compared to the nine months ended
December 31, 2008 as described above.  Total operating income
decreased by approximately $(25,000) during the nine months ended December 31,
2009.  Distribution income and reporting fees can fluctuate from year
to year due to the fact that Local Limited Partnerships pay those fees to the
Partnership when the Local Limited Partnership’s cash flow will allow for the
payment.
 
 During
the nine months ended December 31, 2009, accrued payables, which consist
primarily of related party management fees and advances due to the General
Partner, remained the same.  The General Partner does not anticipate
that the balance of the accrued fees and advances will be paid until such time
as capital reserves are in excess of foreseeable working capital requirements of
the Partnership.
 
 The
Partnership expects its future cash flows, together with its net available
assets as of December 31, 2009, to be insufficient to meet all currently
foreseeable future cash requirements. Associates has agreed to continue
providing advances sufficient enough to fund the operations and working capital
requirements of the Partnership through February 28, 2011.
 
 Recent
Accounting Changes
 
 The
Partnership has elected to be treated as a pass-through entity for income tax
purposes and, as such, is not subject to income taxes. Rather, all items of
taxable income, deductions and tax credits are passed through to and are
reported by its owners on their respective income tax returns. The Partnership’s
federal tax status as a pass-through entity is based on its legal status as a
partnership. Accordingly, the Partnership is not required to take any tax
positions in order to qualify as a pass-through entity. The Partnership is
required to file and does file tax returns with the Internal Revenue Service and
other taxing authorities. Accordingly, these financial statements do not reflect
a provision for income taxes and the Partnership has no other tax positions
which must be considered for disclosure.
 
 18
  Item
2. Management's Discussion and Analysis of Financial Condition and Results of
Operations, continued
 In
September 2006, the Financial Accounting Standards Board ("FASB") issued GAAP
for Fair Value Measurements, which defines fair value, establishes a framework
for measuring fair value and expands disclosure about fair value measurements.
This guidance is effective for financial statements issued for fiscal years
beginning after November 15, 2007 and shall be applied prospectively except for
very limited transactions.  In February 2008, the FASB delayed for one year
implementation of the guidance as it pertains to certain non-financial assets
and liabilities  The Partnership does not anticipate this guidance to have
a material impact on the Partnership’s financial statements.
 
 In April
2009, the FASB issued GAAP for Interim Disclosures about Fair Value of Financial
Instruments.  This requires disclosure about the method and
significant assumptions used to establish the fair value of financial
instruments for interim reporting periods as well as annual
statements.  It was effective for the Partnership as of June 30, 2009
and has no impact on the Partnership’s financial condition or results of
operations.
 
 In May
2009, the FASB issued GAAP for Subsequent Events. It establishes general
standards of accounting for and disclosure of events that occur after the
balance sheet date but before financial statements are issued or are available
to be issued.  It is effective for the Partnership as of September 30,
2009, and has no material impact on the Partnership’s financial condition or
results of operations.
 
 In
November 2008, the FASB issued GAAP on Equity Method Investment Accounting
Considerations, which clarifies the accounting for how to account for certain
transactions and impairment considerations involving equity method
investments.   This guidance is effective in fiscal years beginning on
or after December 15, 2008, and interim periods within those fiscal
years. The Partnership adopted the guidance for the interim quarterly period
beginning April 1, 2009. The impact of adopting it does not have a material
impact on the Partnership’s financial condition or results of
operations.
 
 In June
2009, the FASB issued an amendment to the accounting and disclosure requirements
for the consolidation of variable interest entities (VIEs).  The amended
guidance modifies the consolidation model to one based on control and economics,
and replaces the current quantitative primary beneficiary analysis with a
qualitative analysis. The primary beneficiary of a VIE will be the entity that
has (1) the power to direct the activities of the VIE that most
significantly impact the VIE’s economic performance and (2) the obligation
to absorb losses or receive benefits that could potentially be significant to
the VIE.  If multiple unrelated parties share such power, as defined, no
party will be required to consolidate the VIE. Further, the amended guidance
requires continual reconsideration of the primary beneficiary of a VIE and adds
an additional reconsideration event for determination of whether an entity is a
VIE.  Additionally, the amendment requires enhanced and expanded
disclosures around VIEs.  This amendment is effective for fiscal years
beginning after November 15, 2009.  The adoption of this guidance on
April 1, 2010 is not expected to havea material effect on the
Partnership’s financial statements.
 
 In June
2009, the FASB issued the Accounting Standards Codification
(Codification).  Effective July 1, 2009, the Codification is the single
source of authoritative accounting principles recognized by the FASB to be
applied by non-governmental entities in the preparation of financial statements
in conformity with U.S. generally accepted accounting principles (GAAP). 
The Codification is intended to reorganize, rather than change, existing
GAAP.  Accordingly, all references to currently existing GAAP have been
removed and have been replaced with plain English explanations of the
Partnership’saccounting
policies.  The adoption of the Codification did not have a material impact
on the Partnership’s financial position or results of
operations.
  19
  Item
3. Quantitative and Qualitative Disclosures About Market Risks
 
 NOT
APPLICABLE
 
 Item
4T. Controls and Procedures
 
 (a)           Disclosure 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 Partnership’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 not effective to ensure
that material information required
to be disclosed in the Partnership’s periodic report filings with SEC is
recorded, processed, summarized and reported within the time period specified by
the SEC’s rules and forms, consistent with the definition of “disclosure
controls and procedures” under the Securities Exchange Act of 1934.
 
 The
Partnership must rely on the Local Limited Partnerships to provide the
Partnership with certain information necessary to the timely filing of the
Partnership’s periodic reports. Factors in the accounting at the Local Limited
Partnerships have caused delays in the provision of such information during past
reporting periods, and resulted in the Partnership’s inability to file its
periodic reports in a timely manner.
 
 Once the
Partnership has received the necessary information from the Local Limited
Partnerships, the Chief Executive Officer and the Chief Financial Officer of
Associates believe that the material information required to be disclosed in the
Partnership’s periodic report filings with SEC is effectively recorded,
processed, summarized and reported, albeit not in a timely manner. Going
forward, the Partnership will use the means reasonably within its power to
impose procedures designed to obtain from the Local Limited Partnerships the
information necessary to the timely filing of the Partnership’s periodic
reports.
 
 (b)           Changes in internal
controls
 
 There
were no changes in the Partnership’s internal control over financial reporting
that occurred during the quarter ended December 31, 2009 that materially
affected, or are reasonably likely to materially affect, the Partnership’s
internal control over financial reporting.
  20
  
 
 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)
  21
  
 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 V, L.P., SERIES 3
 
 By:  WNC
Tax Credit Partners,
L.P.                                                                General
Partner
 
 
 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:
February 16, 2010
  
 
 
 
 
 By:  /s/ Melanie R.
Wenk
 
 Melanie
R. Wenk
 Vice-President
- Chief Financial Officer of WNC & Associates, Inc.
 
 Date:
February 16, 2010
 
 
 
 
 
 
  22