UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                    FORM 10-K

(Mark One)

[x] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE
    ACT OF 1934

                   For the fiscal year ended December 31, 2001

                                       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 0-19141

                             CNL INCOME FUND V, LTD.
             (Exact name of registrant as specified in its charter)

         Florida                                         59-2922869
(State or other jurisdiction of             (I.R.S. Employer Identification No.)
         incorporation or organization)

                             450 South Orange Avenue
                             Orlando, Florida 32801
          (Address of principal executive offices, including zip code)

       Registrant's telephone number, including area code: (407) 540-2000

           Securities registered pursuant to Section 12(b) of the Act:

      Title of each class:                Name of exchange on which registered:
             None                                      Not Applicable

           Securities registered pursuant to Section 12(g) of the Act:

              Units of limited partnership interest ($500 per Unit)
                                (Title of class)

         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 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 if disclosure of delinquent  filers  pursuant to
Item 405 of Regulation S-K is not contained  herein,  and will not be contained,
to the best of  registrant's  knowledge,  in  definitive  proxy  or  information
statements  incorporated  by  reference  in Part  III of this  Form  10-K or any
amendment to this Form 10-K. [x]

         Aggregate market value of the voting stock held by nonaffiliates of the
registrant:  The  registrant  registered  an offering of 50,000 units of limited
partnership  interest  (the  "Units") on Form S-11 under the  Securities  Act of
1933, as amended. Since no established market for such Units exists, there is no
market value for such Units. Each Unit was originally sold at $500 per Unit.

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>
                                     PART I


Item 1.  Business

         CNL Income Fund V, Ltd. (the  "Registrant" or the  "Partnership")  is a
limited  partnership  which was  organized  pursuant to the laws of the State of
Florida on August 17, 1988. The general  partners of the  Partnership are Robert
A.  Bourne,  James  M.  Seneff,  Jr.  and  CNL  Realty  Corporation,  a  Florida
corporation  (the  "General  Partners").  Beginning on December  16,  1988,  the
Partnership offered for sale up to $25,000,000 in limited partnership  interests
(the  "Units")  (50,000  Units  at $500 per  Unit)  pursuant  to a  registration
statement  on Form S-11  under  the  Securities  Act of 1933,  as  amended.  The
offering  terminated  on June 7,  1989,  as of which date the  maximum  offering
proceeds of  $25,000,000  had been received from  investors who were admitted to
the Partnership as limited partners (the "Limited Partners").

         The  Partnership  was organized to acquire both newly  constructed  and
existing  restaurant  properties,  as well as properties upon which  restaurants
were to be  constructed  (the  "Properties"),  which  are  leased  primarily  to
operators of national and regional fast-food and family-style  restaurant chains
(the "Restaurant Chains").  Net proceeds to the Partnership from its offering of
Units,  after  deduction  of  organizational  and  offering  expenses,   totaled
$22,125,000,  and were used to acquire 30  Properties,  including  interests  in
three  Properties  owned  by  joint  ventures  in  which  the  Partnership  is a
co-venturer.  During the year ended December 31, 1996, the Partnership  sold its
Property in St. Cloud,  Florida, to the tenant of the Property and accepted cash
and a promissory note for the Property. During the year ended December 31, 1997,
the Partnership  sold its Properties in Franklin and Smyrna,  Tennessee;  Salem,
New Hampshire;  Port St. Lucie and Tampa,  Florida;  and Richmond,  Indiana. The
Partnership  reinvested  a portion of these net sales  proceeds in a Property in
Houston,  Texas and a Property in Sandy,  Utah.  In  addition,  the  Partnership
reinvested  a portion of the net sales  proceeds in a Property in Mesa,  Arizona
and a Property in Vancouver,  Washington, as tenants-in-common,  with affiliates
of the General Partners. During the year ended December 31 1998, the Partnership
also  sold  its  Properties  in Port  Orange,  Florida  and  Tyler,  Texas.  The
Partnership  used a portion of the sales  proceeds to enter into a joint venture
arrangement,  RTO Joint  Venture,  with an  affiliate  of the General  Partners.
During  the  year  ended  December  31,  1999,  the  Partnership  also  sold its
Properties in Ithaca and Endicott,  New York. The Partnership  used the majority
of the net sales proceeds received from the sale of the Property in Ithaca,  New
York to enter into a joint  venture  arrangement,  Duluth  Joint  Venture,  with
affiliates of the  Partnership to construct and hold one Property.  In addition,
during  1999,  Halls  Joint  Venture,  in which  the  Partnership  owned a 48.9%
interest,  sold its  Property.  During the year ended  December  31,  2000,  the
Partnership  sold its  interest in Duluth  Joint  Venture to an affiliate of the
General Partners and sold its Property in Belding, Michigan. In addition, during
2000,  the  Partnership  and the joint venture  partner  liquidated  Halls Joint
Venture  and the  Partnership  received  its pro rata  share of the  liquidation
proceeds from the joint  venture.  During the year ended  December 31, 2000, the
Partnership also acquired the remaining  interest in CNL/Longacre  Joint Venture
from its joint venture partner and liquidated the joint venture. During the year
ended  December  31,  2001,  the  Partnership  sold its  Property in  Daleville,
Indiana.

         As a result of the above  transactions,  as of December 31,  2001,  the
Partnership  owned 20  Properties.  The 20 Properties  include  interests in two
Properties owned by joint ventures in which the Partnership is a co-venturer and
two   Properties   owned   with   affiliates   of  the   General   Partners   as
tenants-in-common.  In January  2002,  the  Partnership  sold its  Properties in
Huron, Ohio, West Lebanon,  New Hampshire and Bountiful,  Utah.  Generally,  the
Properties are leased on a triple-net basis with the lessees responsible for all
repairs and maintenance, property taxes, insurance and utilities.

         The  Partnership  will hold its Properties  until the General  Partners
determine that the sale or other  disposition of the Properties is  advantageous
in view of the Partnership's investment objectives.  In deciding whether to sell
Properties, the General Partners will consider factors such as potential capital
appreciation,  net cash flow and  federal  income  tax  considerations.  Certain
lessees also have been granted options to purchase Properties,  generally at the
Property's  then fair market  value after a specified  portion of the lease term
has elapsed.  The  Partnership has no obligation to sell all or any portion of a
Property at any  particular  time,  except as may be required  under property or
joint venture purchase options granted to certain lessees.

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with CNL American Properties Fund, Inc. ("APF"), pursuant to which the
Partnership  would be merged with and into a subsidiary  of APF (the " Merger").
APF is a real estate investment trust whose primary business is the ownership of
restaurant properties leased on a long-term,  "triple-net" basis to operators of
national and regional restaurant chains. Under the Agreement and Plan of Merger,
APF was to issue shares of its common stock as consideration  for the Merger. On
March 1, 2000,  the General  Partners and APF  announced  that they had mutually
agreed to terminate the Agreement and Plan of Merger entered into in March 1999.
The agreement to terminate the Agreement and Plan of Merger was based,  in large
part,  on the General  Partners'  concern  that,  in light of market  conditions
relating to publicly  traded real  estate  investment  trusts,  the value of the
transaction  had  diminished.  As a result  of such  diminishment,  the  General
Partners' ability to unequivocally recommend voting for the transaction,  in the
exercise  of their  fiduciary  duties,  had  become  questionable.  The  General
Partners are continuing to evaluate strategic  alternatives for the Partnership,
including alternatives to provide liquidity to the Limited Partners.

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's  leases. The leases of the Properties owned by the Partnership and
the joint ventures in which the Partnership is a co-venturer provide for initial
terms,  ranging  from 10 to 20 years  (the  average  being 18 years)  and expire
between 2004 and 2021. The leases are generally on a triple-net  basis, with the
lessees responsible for all repairs and maintenance,  property taxes,  insurance
and  utilities.  The leases of the  Properties  provide for minimum  base annual
rental payments  (payable in monthly  installments)  ranging from  approximately
$42,000 to $245,800. Generally, the leases provide for percentage rent, based on
sales in excess of a specified  amount,  to be paid  annually.  In  addition,  a
majority of the leases  provide that,  commencing  in the sixth lease year,  the
percentage  rent will be an amount  equal to the  greater of (i) the  percentage
rent calculated under the lease formula or (ii) a specified  percentage (ranging
from  one-fourth to five percent) of the purchase price paid by the  Partnership
for the Property.

         Generally,  the  leases  of the  Properties  provide  for  two to  four
five-year  renewal  options  subject  to the same  terms and  conditions  as the
initial lease.  Lessees of 15 of the  Partnership's 20 Properties also have been
granted options to purchase  Properties at the Property's then fair market value
after a specified portion of the lease term has elapsed.  Fair market value will
be determined  through an appraisal by an independent  appraisal firm. Under the
terms of certain leases the option  purchase  price may equal the  Partnership's
original cost to purchase the Property  (including  acquisition  costs),  plus a
specified percentage from the date of the Lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.

         The leases also  generally  provide that, in the event the  Partnership
wishes to sell the Property  subject to that lease,  the Partnership  first must
offer the  lessee  the right to  purchase  the  Property  on the same  terms and
conditions,  and for the same  price,  as any offer  which the  Partnership  has
received for the sale of the Property.

         In February 2001, the Partnership  accepted $150,000 as satisfaction of
outstanding receivable amounts and consideration for releasing the tenant of the
Property in Huron,  Ohio from its obligation  under its lease.  The  Partnership
sold the Property to an unrelated third party in January 2002.

         In addition,  in June 2001,  the lease for the Property in  Livingston,
Texas,  which was  scheduled  to  expire  during  2002,  was  terminated  by the
Partnership  and the tenant.  The  Partnership  re-leased  the Property to a new
tenant with terms substantially the same as the Partnership's leases.

Major Tenants

         During 2001, two lessees,  Golden Corral  Corporation and the Slaymaker
Group,  Inc. each contributed more than 10% of the  Partnership's  total rental,
earned,  and mortgage interest income (including the Partnership's  share of the
rental and earned income from Properties owned by unconsolidated  joint ventures
and   Properties   owned   with   affiliates   of  the   General   Partners   as
tenants-in-common).  As of December 31, 2001, Golden Corral  Corporation was the
lessee under a lease relating to one Property and Slaymaker Group,  Inc. was the
lessee under a lease relating to one Property.  It is anticipated that, based on
the minimum rental payments  required by the leases,  Slaymaker Group, Inc. will
continue  to  contribute  more than 10% of the  Partnership's  total  rental and
earned income in 2002. In addition, three Restaurant Chains, Golden Corral, Taco
Bell, and Tony Roma's Famous For Ribs Restaurants,  each accounted for more than
10% of the  Partnership's  total rental,  earned and mortgage interest income in
2001  (including the  Partnership's  share of the rental income from  Properties
owned by  unconsolidated  joint ventures and Properties owned with affiliates of
the General Partners as  tenants-in-common).  It is anticipated that these three
Restaurant  Chains each will  continue to account for more than 10% of the total
rental and earned income to which the Partnership is entitled under the terms of
the  leases.  Any  failure of these  lessees or these  Restaurant  Chains  could
materially  affect the  Partnership's  income if the  Partnership is not able to
re-lease  the  Properties  in a timely  manner.  No  single  tenant  or group of
affiliated  tenants lease Properties with an aggregate  carrying value in excess
of 20% of the total assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

         The Partnership entered into a joint venture arrangement,  CNL/Longacre
Joint Venture,  with an unaffiliated  entity, to purchase and hold one Property.
During 2000, the  Partnership  acquired the remaining  interest in  CNL/Longacre
Joint Venture from its joint venture partner and liquidated the joint venture.

         The  Partnership  has also  entered  into two  separate  joint  venture
arrangements:  Cocoa Joint Venture with CNL Income Fund IV, Ltd.,  and RTO Joint
Venture with CNL Income Fund III, Ltd. Each joint venture was formed to purchase
and hold one  Property.  Each of the CNL  Income  Funds is an  affiliate  of the
General Partners and is a limited partnership  organized pursuant to the laws of
the state of Florida.

         Each joint venture  arrangement  provides for the  Partnership  and its
joint venture  partners to share in all costs and benefits  associated  with the
joint venture in proportion to each partner's  percentage  interest in the joint
venture.  The Partnership has a 43% interest in Cocoa Joint Venture and a 53.12%
interest in RTO Joint Venture.  The Partnership  and its joint venture  partners
are  jointly  and  severally  liable  for  all  debts,  obligations,  and  other
liabilities of the joint ventures.

         Each joint venture has an initial term of 15 to 20 years and, after the
expiration of the initial term,  continues in existence from year to year unless
terminated  at the option of either joint  venturer or unless  terminated  by an
event of dissolution.  Events of dissolution include the bankruptcy,  insolvency
or  termination of any joint  venturer,  sale of the Property owned by the joint
venture and mutual agreement of the Partnership and its joint venture partner to
dissolve the joint venture.

         The Partnership  shares  management  control equally with affiliates of
the General Partners for Cocoa Joint Venture,  and RTO Joint Venture.  The joint
venture agreements  restrict each venturer's ability to sell, transfer or assign
its joint  venture  interest  without  first  offering  it for sale to its joint
venture partner, either upon such terms and conditions as to which the venturers
may agree or, in the event the  venturers  cannot  agree,  on the same terms and
conditions  as any offer  from a third  party to  purchase  such  joint  venture
interest.

         Net cash flow from  operations  of Cocoa  Joint  Venture  and RTO Joint
Venture is distributed 43% and 53.12%, respectively,  to the Partnership and the
balance is distributed to each of the other joint venture partners in accordance
with its percentage  ownership in the respective joint venture.  Any liquidation
proceeds,  after paying joint venture debts and liabilities and funding reserves
for  contingent  liabilities,  will be  distributed  first to the joint  venture
partners with positive  capital account  balances in proportion to such balances
until such  balances  equal zero,  and  thereafter  in  proportion to each joint
venture partner's percentage interest in the joint venture.

         In June 1999,  Halls Joint Venture,  in which the  Partnership  owned a
48.9% interest,  sold its Property to the tenant in accordance with the purchase
option under the lease  agreement.  During 2000, the  Partnership  and the joint
venture partner liquidated Halls Joint Venture and the Partnership  received its
pro rata share of the liquidation proceeds from the joint venture.

         In addition,  in December  1999, the  Partnership  entered into a joint
venture arrangement,  Duluth Joint Venture,  with CNL Income Fund VII, Ltd., CNL
Income Fund XIV, Ltd.,  and CNL Income Fund XV, Ltd.,  affiliates of the General
Partners,  to  construct  and hold one  Property.  Each of the  affiliates  is a
limited  partnership  organized pursuant to the laws of the state of Florida. In
October 2000, the Partnership sold its 12% interest in Duluth Joint Venture,  to
CNL Income Fund VII, Ltd.

         In addition  to the above  joint  venture  arrangements,  in 1997,  the
Partnership entered into two separate agreements, with affiliates of the General
Partners  to purchase  and hold the  following  Properties:  a Property in Mesa,
Arizona, as tenants-in-common,  with CNL Income Fund II, Ltd., and a Property in
Vancouver,  Washington,  as  tenants-in-common,  with CNL Income Fund, Ltd., CNL
Income Fund II, Ltd.,  and CNL Income Fund VI, Ltd. The  affiliates  are limited
partnerships  organized  pursuant  to the  laws of the  state  of  Florida.  The
agreements  provide  for the  Partnership  and the  affiliates  to  share in the
profits and losses of the  Properties in  proportion to each party's  percentage
interest. The Partnership owns a 42.09% and a 27.78% interest in the Property in
Mesa,  Arizona and the  Property in  Vancouver,  Washington,  respectively.  The
tenancy in common agreement restricts each party's ability to sell, transfer, or
assign its interest in the tenancy in common's  Property  without first offering
it for sale to the remaining party of the agreement.

         The use of joint venture and tenancy in common  arrangements allows the
Partnership  to fully invest its available  funds at times at which it would not
have  sufficient  funds to purchase an additional  property,  or at times when a
suitable  opportunity to purchase an additional  property is not available.  The
use of joint  venture  and  tenancy in common  arrangements  also  provides  the
Partnership  with  increased  diversification  of its portfolio  among a greater
number of properties. In addition,  tenancy in common arrangements may allow the
Partnership  to defer the gain for federal  income tax purposes upon the sale of
the property if the proceeds are reinvested in an additional property.

Certain Management Services

         CNL APF Partners,  LP, an affiliate of the General  Partners,  provides
certain  services  relating to management of the  Partnership and its Properties
pursuant to a management agreement.  Under this agreement,  CNL APF Partners, LP
(the "Advisor") is responsible for collecting  rental  payments,  inspecting the
Properties  and the tenants'  books and records,  assisting the  Partnership  in
responding  to tenant  inquiries and notices and  providing  information  to the
Partnership about the status of the leases and the Properties.  The Advisor also
assists the General Partners in negotiating the leases. For these services,  the
Partnership  has agreed to pay the  Advisor an annual fee of one  percent of the
sum of gross operating  revenues from Properties wholly owned by the Partnership
plus the  Partnership's  allocable  share of gross revenues of joint ventures in
which the  Partnership is a co-venturer,  but not in excess of competitive  fees
for comparable services.  Under the management agreement,  the management fee is
subordinated  to receipt by the Limited  Partners of an aggregate,  ten percent,
cumulative,  noncompounded annual return on their adjusted capital contributions
(the "10% Preferred  Return"),  calculated in accordance with the  Partnership's
limited partnership agreement (the "Partnership Agreement").

         During 2000,  CNL Fund Advisors,  Inc.  assigned its rights in, and its
obligations  under,  the management  agreement  with the  Partnership to CNL APF
Partners,  LP.  All of the terms and  conditions  of the  management  agreement,
including the payment of fees, as described above, remain unchanged.

         The management agreement continues until the Partnership no longer owns
an interest in any Properties unless terminated at an earlier date upon 60 days'
prior notice by either party.

Competition

         The fast-food and family-style  restaurant business is characterized by
intense  competition.  The restaurants on the Partnership's  Properties  compete
with  independently  owned  restaurants,  restaurants which are part of local or
regional chains, and restaurants in other well-known national chains,  including
those offering different types of food and service.

Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the  officers and  employees of APF, the parent  company of the
Advisor perform certain services for the Partnership.  In addition,  the General
Partners have  available to them the resources and expertise of the officers and
employees of CNL Financial Group,  Inc., a diversified real estate company,  and
its affiliates, who may also perform certain services for the Partnership.


Item 2.  Properties

         As of December 31, 2001, the Partnership owned 20 Properties. Of the 20
Properties, 16 are owned by the Partnership in fee simple, two are owned through
joint  venture  arrangements  and  two  are  owned  through  tenancy  in  common
arrangements.  See Item 1.  Business  - Joint  Venture  and  Tenancy  in  Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and  Accumulated  Depreciation  for a listing of the  Properties and
their  respective  costs,  including  acquisition  fees and certain  acquisition
expenses.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 19,600
to 135,000  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.

         The following table lists the Properties owned by the Partnership as of
December 31, 2001 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation.

               State                                       Number of Properties

                Arizona                                             1
                Florida                                             3
                Georgia                                             1
                Illinois                                            1
                Indiana                                             2
                Michigan                                            1
                New Hampshire                                       1
                Ohio                                                2
                Texas                                               4
                Utah                                                2
                Washington                                          2
                                                                 -----
                TOTAL PROPERTIES                                   20
                                                                 =====

         Buildings.  Generally,  each of the Properties owned by the Partnership
includes a building that is one of a Restaurant  Chain's approved  designs.  The
buildings   generally  are  rectangular   and  are   constructed   from  various
combinations of stucco,  steel, wood, brick and tile.  Building sizes range from
approximately  1,700 to 10,100 square feet. All buildings on Properties acquired
by the  Partnership  are  freestanding  and  surrounded by paved parking  areas.
Buildings are suitable for  conversion to various uses,  although  modifications
may be  required  prior  to use for  other  than  restaurant  operations.  As of
December  31,  2001,  the  Partnership  had  no  plans  for  renovation  of  the
Properties.  Depreciation  expense is computed for  buildings  and  improvements
using the straight line method using  depreciable lives of 31.5 and 39 years for
federal income tax purposes.

         As of December 31, 2001, the aggregate cost of the Properties  owned by
the Partnership and unconsolidated  joint ventures  (including  Properties owned
through  tenancy-in-common  arrangements)  for federal  income tax  purposes was
$12,376,486 and $5,175,275, respectively.



<PAGE>


         The following table lists the Properties owned by the Partnership as of
December 31, 2001 by Restaurant Chain.

               Restaurant Chain                            Number of Properties

                Arby's                                              2
                Burger King                                         1
                Captain D's                                         2
                Chevy's Fresh Mex                                   1
                Del Taco                                            1
                Denny's                                             2
                Golden Corral                                       2
                IHOP                                                1
                Market Street Buffet & Bakery                       1
                Pizza Hut                                           1
                Ruby Tuesday                                        1
                Taco Bell                                           2
                Tony Roma's                                         1
                Waffle House                                        1
                Wendy's                                             1
                                                                 -----
                TOTAL PROPERTIES                                   20
                                                                 =====

         The General Partners consider the Properties to be well-maintained and
sufficient for the Partnership's operations.

         The General Partners believe that the Properties are adequately covered
by  insurance.  In  addition,  the General  Partners  have  obtained  contingent
liability and property coverage for the Partnership.  This insurance is intended
to reduce the Partnership's  exposure in the unlikely event a tenant's insurance
policy lapses or is insufficient to cover a claim relating to the Property.

         Leases.  The Partnership leases the Properties to operators of selected
national and regional fast-food restaurant chains. The leases are generally on a
long-term  "triple  net"  basis,  meaning  that the  tenant is  responsible  for
repairs,  maintenance,  property taxes,  utilities and insurance.  Generally,  a
lessee is required, under the terms of its lease agreement, to make such capital
expenditures as may be reasonably  necessary to refurbish  buildings,  premises,
signs  and  equipment  so  as  to  comply  with  the  lessee's  obligations,  if
applicable,  under the  franchise  agreement  to reflect the current  commercial
image of its Restaurant  Chain.  These capital  expenditures  are required to be
paid by the lessee during the term of the lease.  The terms of the leases of the
Properties owned by the Partnership are described in Item 1. Business - Leases.

         As of December 31, 2001,  2000,  1999,  1998,  and 1997, the Properties
were 90%,  81%, 87%,  88%, and 93%  occupied,  respectively.  The following is a
schedule of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>

                                 2001             2000              1999              1998                1997
                             -------------    --------------    -------------     --------------     ---------------

 <c>

Rental Revenues (1)(2)        $ 1,476,917       $ 1,633,709      $ 1,721,252        $ 1,710,326         $ 1,804,300
Properties (2)                         18                18               20                 23                  24
Average Rent per
    Property                    $  82,051         $  90,762        $  86,063          $  74,362           $  75,179

</TABLE>

(1)      Rental income  includes the  Partnership's  share of rental income from
         the  Properties  owned  through  joint  venture  arrangements  and  the
         Properties  owned  through  tenancy  in  common  arrangements.   Rental
         revenues have been adjusted,  as applicable,  for any amounts for which
         the Partnership has established an allowance for doubtful accounts.

(2)      Excludes  Properties  that were  vacant at December 31 and that did not
         generate rental revenues.

         The following is a schedule of lease expirations for leases in place as
of December 31, 2001 for each of the next ten years and thereafter.
<TABLE>
<CAPTION>

                                                                                    Percentage of
              Expiration              Number               Annual Rental             Gross Annual
                Year                of Leases              Revenues (2)             Rental Income
             -----------------    ----------------        -----------------    --------------------------

 <c>
              2002                      --                 $     --                      --
              2003                      --                       --                      --
              2004                       1                  132,151                   9.61%
              2005                      --                       --                      --
              2006                      --                       --                      --
              2007                      --                       --                      --
              2008                       5                  261,519                  19.02%
              2009                       3                  272,594                  19.83%
              2010                      --                       --                      --
              2011                      --                       --                      --
              Thereafter                 8                  708,585                  51.54%
                                 ----------        -----------------           -------------
              Total (1)                 17             $  1,374,849                 100.00%
                                 ==========        =================           =============
</TABLE>

(1)      Excludes two Properties  which were vacant at December 31, 2001 and one
         Property that was sold in January 2002.

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's major tenants as of December 31, 2001 (see Item 1. Business -Major
Tenants),  are  substantially  the same as those described in Item 1. Business -
Leases.

         Slaymaker Group,  Inc., leases one Tony Roma's  restaurant  pursuant to
one lease, with an initial term of 20 years (expiring in 2017). The minimum base
annual rent for the lease is approximately $194,200.

         Golden Corral Corporation leases one restaurant  pursuant to one leases
with an initial  term of 15 years  (expiring  in 2004).  The minimum base annual
rent for the lease is approximately $132,100.


Item 3.  Legal Proceedings

         Neither the  Partnership,  nor its General Partners or any affiliate of
the General Partners, nor any of their respective Properties,  is a party to, or
subject to any material pending legal proceedings.


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

         Not applicable.



<PAGE>


                                     PART II


Item 5.  Market for Registrant's Common Equity and Related Stockholder Matters

         (a) As of March 15,  2002,  there were  2,466  holders of record of the
Units.  There  is no  public  trading  market  for  the  Units,  and  it is  not
anticipated  that a public  market  for the Units  will  develop.  During  2001,
Limited  Partners  who wished to sell their Units may have offered the Units for
sale pursuant to the Partnership's  distribution reinvestment plan (the "Plan"),
and  Limited  Partners  who wished to have their  distributions  used to acquire
additional  Units (to the extent Units were  available for  purchase),  may have
done so pursuant to such Plan.  The General  Partners have the right to prohibit
transfers of Units. From inception through December 31, 2001, the price paid for
any Unit transferred pursuant to the Plan ranged from $369 to $475 per Unit. The
price paid for any Unit transferred  other than pursuant to the Plan was subject
to negotiation by the purchaser and the selling Limited Partner. The Partnership
will not redeem or repurchase Units.

         The following table reflects,  for each calendar quarter, the high, low
and average  sales prices for transfers of Units during 2001 and 2000 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

                                            2001 (1)                                2000 (1)
                               ------------------------------------     ----------------------------------
                                 High          Low         Average        High         Low       Average
                               ---------    ----------    ----------    ---------    --------   -----------

 <c>
       First Quarter              $ 320         $ 170         $ 289          (2)         (2)           (2)
       Second Quarter               276           250           265        $ 335       $ 305         $ 328
       Third Quarter                284           284           284          310         310           310
       Fourth Quarter               235           262           260          306         222           263
</TABLE>

(1)      A total of 218 and 154 Units were  transferred  other than  pursuant to
         the Plan for the years ended December 31, 2001 and 2000, respectively.

(2)      No transfer of Units took place during the quarter  other than pursuant
         to the Plan.

         The capital  contribution  per Unit was $500.  All cash  available  for
distribution  will be distributed to the partners  pursuant to the provisions of
the Partnership Agreement.

         For the  years  ended  December  31,  2001 and  2000,  the  Partnership
declared cash distributions of $3,471,032, and $2,375,000,  respectively, to the
Limited Partners.  Distributions  during 2001 included a special distribution of
$1,750,000 as a result of the  distribution  of sales  proceeds from the sale of
the Property in Daleville,  Indiana and the  distribution  of amounts  collected
from the  promissory  notes related to the 1995 and 1996 sales of the Properties
in  Myrtle  Beach,  South  Carolina  and  St.  Cloud,   Florida,   respectively.
Distributions  during 2000  included a special  distribution  of $500,000,  as a
result  of the  distribution  of a  portion  of the  amount  collected  from the
mortgage note receivable relating to the 1996 sale of the Property in St. Cloud,
Florida.  The special distribution in 2001 was effectively a return of a portion
of  the  Limited  Partners'   investment;   although,  in  accordance  with  the
Partnership agreement,  $1,336,152 was applied towards the 10% Preferred Return,
on a cummulative  basis,  and the balance of $413,848 was treated as a return of
capital for purposes of calculating the 10% Preferred Return. As a result of the
return  of  capital,  the  amount  of the  Limited  Partners'  invested  capital
contributions  (which is generally the Limited Partners' capital  contributions,
less  distributions  from the sale of  Properties  that are  considered  to be a
return of capital) was decreased;  therefore the amount of the Limited Partners'
invested  capital  contributions on which the 10% Preferred Return is calculated
was lowered accordingly. The special distribution in 2000 was applied toward the
Limited  Partners'  cumulative 10% Preferred Return. As a result of the sales of
Properties  during 2001 and 2000,  the  Partnership's  total revenue was reduced
during 2001 and 2000 and is expected to remain reduced in subsequent  years. The
decrease in  Partnership  revenues,  combined  with the fact that a  significant
portion  of the  Partnership's  expenses  are  fixed in  nature,  resulted  in a
decrease in cash  distributions  to the Limited Partners  commencing  during the
quarter ended September 30, 2000 and March 2001. No distributions have been made
to the  General  Partners  to date.  As  indicated  in the  chart  below,  these
distributions  were declared at the close of each of the Partnership's  calendar
quarters.  These amounts include monthly  distributions  made in arrears for the
Limited Partners electing to receive such distributions on this basis.

              Quarter Ended                 2001                2000
         --------------------          ---------------     ----------------

         March 31                         $ 2,180,258           $  500,000
         June 30                              430,258              500,000
         September 30                         430,258              937,500
         December 31                          430,258              437,500

         The  Partnership  intends to  continue  to make  distributions  of cash
available  for  distribution  to the  limited  Partners  on a  quarterly  basis,
although some Limited  Partners,  in  accordance  with their  election,  receive
monthly distributions, for an annual fee.

(b)      Not applicable.


Item 6.  Selected Financial Data
<TABLE>
<CAPTION>

                                        2001               2000              1999              1998               1997
                                    --------------    ---------------    --------------    --------------    ---------------

 <c>
Year ended December 31:
    Revenues (1)                       $1,565,385         $1,676,183        $1,956,691        $2,024,231         $2,147,770
    Net income (2)                        945,973            969,570         1,435,646         1,544,895          1,731,915
    Cash distributions
      declared (3)                      3,471,032          2,375,000         2,000,000         3,838,327          2,300,000
       Net income per Unit (2)              18.92              19.39             28.51             30.70              34.40
    Cash distributions
      declared per Unit (3)                 69.42              47.50             40.00             76.77              46.00

At December 31:
    Total assets                      $12,306,054        $14,848,256       $16,680,780       $17,135,485        $19,718,430
    Partners' capital                  11,732,259         14,257,318        15,662,748        16,227,102         18,520,534
</TABLE>

(1)      Revenues  include equity in earnings of  unconsolidated  joint ventures
         and minority interest in loss of the consolidated  joint venture.  In
         addition, revenues for the year ended December 31, 2001, includes lease
         termination income of $13,373.

(2)      Net income for the year ended December 31, 2001 includes  $171,130 from
         gains on sale of assets and $291,369 for  provision  for  write-down of
         assets.  Net income  for the year  ended  December  31,  2000  includes
         $15,088 from gains on sales of assets,  $9,763 from gain on dissolution
         of consolidated  joint venture,  and provision for write-down of assets
         of $142,373.  Net income for the year ended  December 31, 1999 includes
         $396,066 from gains on the sales of assets and provision for write-down
         of assets of $308,310. Net income for the year ended December 31, 1998,
         includes $469,613 from gains on the sales of assets, $25,500 for a loss
         on sale of assets  and  $403,157  for a  provision  for  write-down  of
         assets.  Net income  for the year ended  December  31,  1997,  includes
         $550,878 from gains on the sales of assets, $141,567 from a loss on the
         sale of assets and $250,694 for a provision for write-down of assets.

(3)      Distributions  for the year ended  December 31, 2001 included a special
         distribution  to the Limited  Partners of $1,750,000 as a result of the
         distribution  of net sales proceeds from 2001 and 2000 the  collections
         of the mortgage notes relating to the 1995 and 1996 sale of Properties.
         Distributions  for the year ended  December  31, 2000 include a special
         distribution  to the  Limited  Partners  of $500,000 as a result of the
         distribution of net sales proceeds from the sales of several Properties
         and the proceeds  from the payoff of the mortgage  note relating to the
         1996 sale of a Property.  Distributions for the year ended December 31,
         1998  include  a  special  distribution  to  the  Limited  Partners  of
         $1,838,327 as a result of the  distribution  of net sales proceeds from
         the sales of Properties.

         The above selected  financial  data should be read in conjunction  with
the financial statements and related notes contained in Item 8 hereof.


Item 7.  Management's Discussion and Analysis of Financial Condition and Results
         of Operations

         The  Partnership was organized on August 17, 1988, to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurant  Properties,  as well as land  upon  which  restaurant
Properties  were to be constructed,  which are leased  primarily to operators of
selected national and regional fast-food and family-style Restaurant Chains. The
leases are generally  triple-net leases,  with the lessee generally  responsible
for all repairs and maintenance,  property taxes, insurance and utilities. As of
December 31, 2001,  the  Partnership  owned 20  Properties,  either  directly or
indirectly through joint venture or tenancy in common arrangements.

Capital Resources

         During  the  years  ended  December  31,  2001,  2000,  and  1999,  the
Partnership  generated cash from  operations  (which includes cash received from
tenants, distributions from joint ventures and interest received, less cash paid
for  expenses)  of  $1,365,532,  $904,073,  and  $1,595,565,  respectively.  The
increase in cash from  operations  during 2001 and the decrease in 2000, each as
compared to the previous  year,  was primarily a result of changes in income and
expenses  as  discussed  in  "Results  of  Operations"  below and changes in the
Partnership's working capital during each of the respective years.

         Other  sources and uses of capital  included the  following  during the
years ended December 31, 2001, 2000, and 1999.

         The Partnership  had a mortgage note  receivable  relating to a sale in
1995 of a Property  in Myrtle  Beach,  South  Carolina.  In February  2001,  the
Partnership   received  a  balloon   payment  of  $999,083  which  included  the
outstanding  principal balance and $12,084 of accrued interest and in connection
therewith  recognized the remaining gain of $136,036  relating to this Property.
During  2001,  the  Partnership  distributed  the amount  collected as a special
distribution  to the  Limited  Partners.  The  Partnership  distributed  amounts
sufficient to enable the Limited Partners to pay federal and state income taxes,
if any (at a level reasonably assumed by the General  Partners),  resulting from
the sale.

         The Partnership  had a mortgage note  receivable  relating to a sale in
1996 of a Property in St.  Cloud,  Florida.  During the year ended  December 31,
1999, the Partnership  collected the outstanding  balance of $1,043,770 relating
to the  promissory  note and in connection  therewith,  recognized the remaining
gain of  $181,308  relating  to this  Property.  During  2000,  the  Partnership
distributed  $500,000 of the amount  collected as a special  distribution to the
Limited Partners.  During 2001, the Partnership  distributed the majority of the
remaining net sales proceeds as a special  distribution to the Limited Partners.
The Partnership distributed amounts sufficient to enable the Limited Partners to
pay federal and state income taxes, if any (at a level reasonably assumed by the
General Partners), resulting from the sale.

         In June 1997, the Partnership  terminated the leases with the tenant of
the Properties in Connorsville and Richmond,  Indiana. In connection  therewith,
the  Partnership  accepted a promissory  note from the former tenant for $35,297
for amounts relating to past due real estate taxes. During 2001, the Partnership
collected the outstanding balance of $4,401 relating to this promissory note.

         In addition,  in March 1999,  the  Partnership  sold its  Properties in
Endicott  and  Ithaca,  New York to the  tenant  for a total of  $1,125,000  and
received net sales proceeds of $1,113,759 resulting in a total gain of $213,503.
In December 1999,  the  Partnership  reinvested the net sales proceeds  received
from  the  sale  of the  Property  in  Ithaca,  New  York,  in a  joint  venture
arrangement,  as described  below.  The Partnership  used the net sales proceeds
from the sale of the Property in Endicott,  New York, to pay  liabilities of the
Partnership,  including  quarterly  distributions to the Limited  Partners.  The
Partnership distributed amounts sufficient to enable the Limited Partners to pay
federal and state income  taxes,  if any (at a level  reasonably  assumed by the
General Partners), resulting from the sales.

         In June 1999,  Halls Joint Venture,  in which the  Partnership  owned a
48.9% interest,  sold its Property to the tenant in accordance with the purchase
option under its lease agreement for $891,915,  resulting in a gain to the joint
venture of  approximately  $239,300.  During 2000, the Partnership and the joint
venture partner liquidated Halls Joint Venture and the Partnership  received its
pro rata share of the liquidation proceeds. The Partnership used the liquidation
proceeds to pay liabilities of the Partnership including quarterly distributions
to the Limited Partners.

         In addition, in December 1999, the Partnership reinvested the net sales
proceeds from the sale of the Property in Ithaca,  New York, as described above,
in a joint venture arrangement,  Duluth Joint Venture, with CNL Income Fund VII,
Ltd., CNL Income Fund XIV,  Ltd.,  and CNL Income Fund XV, Ltd.,  each a Florida
limited  partnership and an affiliate of the General Partners,  to construct and
hold one restaurant Property.  During 2000 and 1999, the Partnership contributed
$91,851  and  $129,979,  respectively,  to  Duluth  Joint  Venture  to  pay  for
construction  costs. In October 2000, the  Partnership  sold its 12% interest in
Duluth Joint  Venture to CNL Income Fund VII,  Ltd. for  $221,830.  The proceeds
from the sale exceeded the basis of the interest in this joint venture resulting
in a gain of  $13,819,  as  described  below in  "Results  of  Operations."  The
Partnership distributed amounts sufficient to enable the Limited Partners to pay
federal and state income taxes,  if any, (at a level  reasonably  assumed by the
General Partners), resulting from the sale.

         In March 2000, the Partnership sold its Property in Belding,  Michigan,
to an  unrelated  third party,  for $135,000 and received net sales  proceeds of
approximately  $126,900.  Due to the fact  that as of  December  31,  1999,  the
Partnership  had recorded a provision for write-down of assets of  approximately
$446,100, no gain or loss was recorded during 2000. In connection with the sale,
the  Partnership  incurred a deferred,  real estate  disposition  fee of $4,050.
Payment of the real estate  disposition  fee is  subordinated  to receipt by the
Limited  Partners of the  cumulative 10% Preferred  Return,  plus their adjusted
capital contributions. The Partnership distributed the majority of the net sales
proceeds to the Limited Partners. The Partnership distributed amounts sufficient
to enable the Limited partners to pay federal and state income taxes, if any (at
a level reasonably assumed by the General Partners), resulting from the sale.

         In October 2000, the Partnership  acquired the remaining 33.5% interest
in CNL/Longacre  Joint Venture from its joint venture partner in accordance with
the  terms of the  joint  venture  agreement.  As of  September  30,  2000,  the
Partnership had recorded a provision for write-down of assets of $32,454,  which
represented  the difference  between the net carrying value of the joint venture
and the General  Partners'  estimated net realizable value of the joint venture.
In October 2000,  the  Partnership  liquidated  the joint venture and recorded a
gain on dissolution of $9,763.

         In March 2001, the Partnership sold its Property in Daleville,  Indiana
to an  unrelated  third  party and  received  net  sales  proceeds  of  $300,386
resulting  in a  gain  of  $35,096.  The  Partnership  had  previously  recorded
provisions  for write-down of assets  relating to this  Property.  In connection
with the sale, the Partnership incurred a deferred,  real estate disposition fee
of $9,750. Payment of the real estate disposition fee is subordinated to receipt
by the Limited  Partners of the  cummulative  10% Preferred  Return,  plus their
adjusted  capital  contributions.  The  Partnership  distributed  the net  sales
proceeds to the Limited Partners,  to pay federal and state income taxes, if any
(at a level  reasonably  assumed by the General  Partners),  resulting  from the
sale.

         None of the Properties owned by the Partnership,  or the joint ventures
or tenancy in common arrangements in which the Partnership owns an interest,  is
or may be  encumbered.  Under its  partnership  agreement,  the  Partnership  is
prohibited from borrowing for any purpose;  provided,  however, that the General
Partners or their affiliates are entitled to reimbursement,  at cost, for actual
expenses  incurred by the General  Partners or their affiliates on behalf of the
Partnership.  Affiliates of the General Partners from time to time incur certain
operating  expenses  on behalf  of the  Partnership  for  which the  Partnership
reimburses the affiliates without interest.

         Currently,  rental income from the  Partnership's  Properties,  any net
sales proceeds from the sale of Properties,  and any amounts  collected from the
promissory  note pending  distributions  to the Limited  Partners or use for the
payment of  Partnership  liabilities,  are invested in money market  accounts or
other short-term,  highly liquid  investments such as demand deposit accounts at
commercial  banks,  money market accounts and  certificates of deposit with less
than a 90-day  maturity date. At December 31, 2001, the Partnership had $313,783
invested in such  short-term  investments  as compared to $1,137,958 at December
31, 2000. The decrease in cash and cash  equivalents  during 2001 as compared to
2000  was  primarily  attributable  to a  special  distribution  to the  Limited
Partners of the net sales  proceeds from the sale of a Property and a portion of
the payoff of the mortgage note relating to the 1996 sale of the Property in St.
Cloud,  Florida and the payoff of the mortgage note relating to the 1995 sale of
the Property in Myrtle  Beach,  South  Carolina.  As of December  31, 2001,  the
average  interest rate earned on the rental income  deposited in demand  deposit
accounts at commercial banks was approximately 4% annually.  The funds remaining
at December 31, 2001, after payment of distributions and other liabilities, will
be used to meet the Partnership's working capital needs.

         In January 2002, the Partnership sold its Properties in Huron, Ohio and
West Lebanon, New Hampshire to separate unrelated third parties for $210,000 and
$675,000, respectively and received net sales proceeds of approximately $202,000
and  $634,300,  respectively,  resulting  in a gain  of  approximately  $122,000
relating  to  the  Property  in  West  Lebanon,  New  Hampshire  for  which  the
Partnership had previously  recorded a provision of write-down of assets. Due to
the fact that the Partnership had previously recorded a provision for write-down
of assets  related to the Property in Huron,  Ohio, no gain or loss was recorded
on the sale.

         In addition,  in January  2002,  the  Partnership  sold its Property in
Bountiful,  Utah to the tenant in accordance with the option under the lease for
$1,046,000 and received net sales proceeds of approximately $1,008,600 resulting
in a gain of $449,700. The Partnership intends to use the proceeds received from
these sales for  distributions  to the Limited  Partners and to pay  Partnership
liabilities.  The Partnership will distribute  amounts  sufficient to enable the
Limited  Partners  to pay  federal and state  income  taxes,  if any (at a level
reasonably assumed by the General Partners), resulting from the sales.

Short-Term Liquidity

         The Partnership's  short-term liquidity  requirements consist primarily
of the operating expenses of the Partnership.

         The Partnership's  investment strategy of acquiring Properties for cash
and generally  leasing them under  triple-net  leases to operators who generally
meet  specified  financial  standards  minimizes  the  Partnership's   operating
expenses. The General Partners believe that the leases will continue to generate
cash flow in excess of operating expenses.

         Due to low  operating  expenses  and  ongoing  cash flow,  the  General
Partners do not believe that  working  capital  reserves  are  necessary at this
time.  In  addition,  because  the leases of the  Partnership's  Properties  are
generally on a triple-net  basis, it is not anticipated that a permanent reserve
for  maintenance  and repairs will be  established  at this time. To the extent,
however,  that the Partnership  has  insufficient  funds for such purposes,  the
General Partners will contribute to the Partnership an aggregate amount of up to
one percent of the offering proceeds for maintenance and repairs.

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution.  Based on current and anticipated future cash from operations, and
for the years ended  December 31, 2001 and 2000, a portion of the sales proceeds
received from the sales of the  Properties,  and collection of amounts due under
two promissory  notes,  the Partnership  declared  distributions  to the Limited
Partners of $3,471,032, $2,375,000, and $2,000,000, for the years ended December
31, 2001, 2000, and 1999, respectively. This represents distributions of $69.42,
$47.50,  and $40.00 per Unit for the years ended  December 31, 2001,  2000,  and
1999, respectively. Distributions during 2001 included a special distribution of
$1,750,000 as a result of the  distribution  of sales  proceeds from the sale of
the Property in Daleville,  Indiana and the  distribution  of amounts  collected
from the  promissory  notes related to the 1995 and 1996 sales of the Properties
in Myrtle  Beach,  South  Carolina and St.  Cloud,  Florida,  respectively.  The
special  distribution  in 2001 was  effectively  a return  of a  portion  of the
Limited  Partners'  investment;  although,  in accordance  with the  Partnership
agreement,  $1,336,152  was  applied  towards  the 10%  Preferred  Return,  on a
cummulative  basis,  and the  balance  of  $413,848  was  treated as a return of
capital for purposes of calculating the 10% Preferred Return. As a result of the
return  of  capital,  the  amount  of the  Limited  Partners'  invested  capital
contributions  (which is generally the Limited Partners' capital  contributions,
less  distributions  from the sale of  Properties  that are  considered  to be a
return of capital) was decreased;  therefore the amount of the Limited Partners'
invested  capital  contributions on which the 10% Preferred Return is calculated
was lowered accordingly.

         Distributions  during  2000  included  a  special  distribution  to the
Limited Partners of $500,000 as a result of the distribution of a portion of the
proceeds  from the  payoff of the  mortgage  note  related to the 1996 sale of a
Property in St. Cloud,  Florida.  The special  distribution  in 2000 was applied
toward the Limited  Partners'  cummulative  10%  Preferred  Return.  The reduced
number of Properties for which the Partnership  receives rental payments reduced
the Partnership's revenues. The decrease in Partnership revenues,  combined with
the fact that a significant  portion of the Partnership's  expenses are fixed in
nature,  resulted in a decrease in cash  distributions  to the Limited  Partners
commencing  in  September  2000.  The  Partnership  intends to  continue to make
distributions  of cash available for  distribution to the Limited  Partners on a
quarterly basis.

         During 2000, the General  Partners waived their right to receive future
distributions  from the Partnership,  including both  distributions of operating
cash flow and  distributions  of  liquidation  proceeds,  to the extent that the
cumulative amount of such distributions  would exceed the balance in the General
Partners'  capital  account as of December  31, 1999.  Accordingly,  the General
Partners were not allocated any net income and did not receive any distributions
during the year ended December 31, 2001 and 2000.

         As of  December  31,  2001 and 2000,  the  Partnership  owed $4,885 and
$3,185, respectively,  to affiliates for accounting and administrative services.
As of March 15, 2002,  the  Partnership  had  reimbursed the affiliates all such
amounts. In addition,  during 2001 and 2000, the Partnership incurred $9,750 and
$4,050,  respectively,  in real estate disposition fees due to an affiliate as a
result  of its  services  in  connection  with  the  sale of the  Properties  in
Daleville,  Indiana and Belding, Michigan. As of December 31, 2001 and 2000, the
Partnership  owed $113,700 and $103,950,  respectively,  to affiliates  for real
estate  disposition fees. The payment of such fees is deferred until the Limited
Partners have received the sum of their 10% Preferred  Return and their adjusted
capital  contributions.  Other  liabilities,  including  distributions  payable,
decreased to $455,210 at December 31, 2001,  from $483,803 at December 31, 2000,
primarily  due to a decrease in accounts  payable.  The decrease  was  partially
offset by an increase in amounts due to related parties.  The funds remaining at
December 31, 2001, after payment of distributions and other liabilities, will be
used to meet the Partnership's working capital needs.

Long-Term Liquidity

         The  Partnership  has no long-term  debt or other  long-term  liquidity
requirements.

Critical Accounting Policies

         The  Partnership's  leases are  accounted  for under the  provisions of
Statement of Accounting Standard No. 13, "Accounting for Leases" ("FAS 13"), and
have been accounted for using either the direct  financing or operating  method.
FAS 13 requires management to estimate the economic life of the leased property,
the residual value of the leased property and the present value of minimum lease
payments to be received from the tenant.  In addition,  management  assumes that
all  payments  to be  received  under its  leases  are  collectible.  Changes in
management's estimates or assumption regarding  collectibility of lease payments
could  result in a change in  accounting  for the lease at the  inception of the
lease.

         The Partnership  accounts for its  unconsolidated  joint ventures using
the equity method of accounting. Under generally accepted accounting principles,
the equity method of accounting is  appropriate  for entities that are partially
owned by the  Partnership,  but for which  operations of the investee are shared
with other partners.  The  Partnership's  joint venture  agreements  require the
consent of all partners on all key  decisions  affecting  the  operations of the
underlying Property.

         Management  reviews its  Properties and  investments in  unconsolidated
entities  periodically  (no less than once per  year)  for  impairment  whenever
events or changes in  circumstances  indicate  that the  carrying  amount of the
assets may not be recoverable through operations.  Management determines whether
impairment in value has occurred by comparing the estimated future  undiscounted
cash flows, including the residual value of the Property, with the carrying cost
of the  individual  Property.  If an  impairment  is  indicated,  the assets are
adjusted to their fair value.

Results of Operations

         During  1999,  the  Partnership  and its  consolidated  joint  venture,
CNL/Longacre  Joint  Venture,  owned  and  leased  20  wholly  owned  Properties
(including  two  Properties,  which were sold during  1999).  During  2000,  the
Partnership  and  CNL/Longacre  Joint  Venture  owned and leased 18 wholly owned
Properties (including one Property which was sold during 2000). During 2001, the
Partnership owned and leased 17 wholly owned Properties  (including one Property
which was sold during 2001).  In addition,  during 1999, the  Partnership  was a
co-venturer  in three  unconsolidated  joint ventures that each owned and leased
one Property  (including one Property in Halls Joint Venture,  which was sold in
1999).  During 2000, the Partnership  was a co-venturer in three  unconsolidated
joint  ventures that each owned and leased one Property  (including one Property
in Duluth Joint Venture the Partnership's  interest in which was sold in October
2000).  During 2001, the  Partnership  was a co-venturer  in two  unconsolidated
joint ventures that each owned and leased one Property.  During 2001,  2000, and
1999, the Partnership  owned and leased two  Properties,  with affiliates of the
General Partners, as tenants-in-common. As of December 31, 2001, the Partnership
owned,  either  directly or through  joint venture  arrangements,  20 Properties
which are, in general,  subject to long-term,  triple-net  leases. The leases of
the  Properties  provide for  minimum  base annual  rental  amounts  (payable in
monthly installments) ranging from approximately $42,000 to $245,800. Generally,
the leases provide for  percentage  rent based on sales in excess of a specified
amount to be paid annually.  In addition, a majority of the leases provide that,
commencing in the sixth lease year, the percentage  rent will be an amount equal
to the greater of (i) the percentage rent calculated  under the lease formula or
(ii) a specified  percentage  (ranging  from  one-fourth to five percent) of the
purchase  price  paid  by  the  Partnership  for  the  Property.  For a  further
description of the Partnership's  leases and Properties,  see Item 1. Business -
Leases and Item 2. Properties, respectively.

         During  the  years  ended  December  31,  2001,  2000,  and  1999,  the
Partnership  (and its  consolidated  joint venture  during 1999 and 2000) earned
$1,198,480,  $1,251,723,  and  $1,255,050,  respectively,  in rental income from
operating leases and earned income from direct financing leases. The decrease in
rental and earned income during 2001, as compared to 2000,  was primarily due to
the fact that in  February  2001 the  tenant  of the  Property  in  Huron,  Ohio
terminated  its  lease  and  ceased  restaurant  operations.  As a  result,  the
Partnership  stopped  recording  rental revenue  relating to this Property.  The
Partnership  sold  this  Property  in  January  2002 as  described  in  "Capital
Resources."

         The decrease in rental and earned income during 2001 was also partially
attributable  to the fact that the  tenant  of the  Property  in  Lawrenceville,
Georgia is  experiencing  financial  difficulties  and has ceased  making rental
payments to the  Partnership,  as a result,  the Partnership  stopped  recording
rental and earned  income.  The decrease in rental and earned  income during the
year ended December 31, 2000, as compared to 1999, was partially attributable to
a  decrease  in rental  and  earned  income  as a result of the sale of  several
Properties during 2000 and 1999, as described above in "Capital  Resources." The
decrease in rental and earned  income  during 2000 was  partially  offset by the
fact that the Partnership  collected,  and recognized as income, past due rental
amounts  relating to the Property in New Castle,  Indiana.  No such amounts were
collected during 2001.

         Rental and earned income in 2001, 2000, and 1999 continued to remain at
reduced  amounts  due to the fact that the  Partnership  was not  receiving  any
rental  income from the  Properties in Belding,  Michigan and West Lebanon,  New
Hampshire  during  2001,  2000,  and 1999 as a result of the tenants  defaulting
under the terms of their leases and ceasing operations of the restaurants on the
Properties prior to 1999. The Partnership sold the Property in Belding, Michigan
in March 2000 and sold the Property in West  Lebanon,  New  Hampshire in January
2002.

         For the years ended December 31, 2001,  2000, and 1999, the Partnership
earned $91,084, $72,214, and $91,829, respectively, in contingent rental income.
The increase in contingent  rental income during 2001, as compared to 2000,  was
primarily  attributable to an increase in the gross sales of certain  restaurant
Properties  requiring the payment of contingent  rental income.  The decrease in
contingent  rental  income  during  2000,  as  compared to 1999,  was  partially
attributable to (i) the fact that the Partnership sold several Properties, whose
leases  required the payment of contingent  rental income and (ii) a decrease in
gross sales of certain restaurant Properties requiring the payment of contingent
rental income.

         During the year ended  December 31, 2001,  the  Partnership  recognized
lease  termination  income  of  $13,373  due to the fact  that the lease for the
Property  in  Livingston,  Texas,  which was  scheduled  to expire in 2002,  was
terminated by the  Partnership and the tenant.  The  Partnership  re-leased this
Property to a new tenant with terms  substantially the same as the Partnership's
other leases. No such lease  termination  income was recognized during the years
ended December 31, 2000 and 1999.

         During  the  years  ended  December  31,  2001,  2000,  and  1999,  the
Partnership earned $104,513, $155,098, and $193,571,  respectively,  in interest
and other  income.  The decrease in interest  and other  income  during 2001 and
2000,  each as compared to the previous year, was primarily  attributable to the
Partnership  collecting the outstanding  balances of the mortgage notes relating
to the sale of the Property in Myrtle Beach, South Carolina,  during 2001 and to
the sale of the Property in St.  Cloud,  Florida,  during 1999,  as described in
"Capital Resources."

         In addition, for the years ended December 31, 2001, 2000, and 1999, the
Partnership earned $157,935, $151,430, and $337,698, respectively,  attributable
to net income earned by  unconsolidated  joint ventures in which the Partnership
is a co-venturer. Net income earned by joint ventures was higher during 2001 due
to  the  fact  that  the   Partnership   and  CNL  Income  Fund  II,  Ltd.,   as
tenants-in-common  re-leased  the  Property  in Mesa,  Arizona to a new  tenant.
During  2000,  the  tenant  of the  Property  in Mesa,  Arizona,  in  which  the
Partnership owns an approximate 42% interest,  filed for bankruptcy and rejected
its lease. As a result, the tenant ceased making rental payments. In conjunction
with the rejected  lease,  the  Partnership  reversed  approximately  $31,500 of
accrued rental income.  The accrued rental income was the accumulated  amount of
non-cash accounting adjustments previously recorded in order to recognize future
scheduled  rent  increases  as income  evenly  over the term of the  lease.  The
decrease in net income earned by these joint ventures during 2000 as compared to
1999 was primarily  attributable to the fact that Halls Joint Venture,  in which
the Partnership  owned a 48.9% interest,  sold its Property during 1999.  During
2000,  the  Partnership  and its joint  venture  partners  dissolved  this joint
venture.

         During  the  year  ended   December  31,  2001,   two  lessees  of  the
Partnership,   Golden  Corral   Corporation  and  Slaymaker  Group,  Inc.,  each
contributed  more  than  10% of the  Partnership's  total  rental,  earned,  and
mortgage interest income  (including the  Partnership's  share of the rental and
earned  income  from  Properties  owned by  unconsolidated  joint  ventures  and
Properties owned with affiliates of the General Partners as  tenants-in-common).
As of December 31, 2001, Golden Corral  Corporation was the lessee under a lease
relating to one Property and Slaymaker Group,  Inc. was the lessee under a lease
relating to one Property.  It is anticipated  that,  based on the minimum rental
payments  required  by the  leases,  Slaymaker  Group,  Inc.  will  continue  to
contribute  more than 10% of the  Partnership's  total rental and earned  income
during 2002. In addition, three Restaurant Chains, Golden Corral, Taco Bell, and
Tony Roma's Famous for Ribs Restaurants, each accounted for more than 10% of the
Partnership's  total rental,  earned,  and mortgage  interest income during 2001
(including the Partnership's share of the rental income from Properties owned by
unconsolidated  joint  ventures  and  Properties  owned with  affiliates  of the
General  Partners  as  tenants-in-common).  It is  anticipated  that these three
Restaurant  Chains each will  continue to account for more than 10% of the total
rental and earned income to which the Partnership is entitled under the terms of
the leases.  Any failure of these lessees or Restaurant  Chains could materially
affect the  Partnership's  income if the Partnership is not able to re-lease the
Properties in a timely manner.

         Operating expenses,  including  depreciation,  amortization expense and
provisions for write-down of assets were $790,542,  $731,464,  and $917,111, for
the years ended December 31, 2001, 2000, and 1999, respectively. The increase in
operating  expenses  during 2001, and the decrease during 2000, each as compared
to the  previous  year,  was  primarily  due to the fact  that  the  Partnership
recorded provisions for write-down of assets of $291,369, $109,919, and $169,482
during the years ended December 31,2001, 2000, and 1999, respectively,  relating
to Properties which became vacant and which the Partnership had not successfully
re-leased.  The provisions  represented the difference  between the net carrying
value at December 31,  2001,  2000 and 1999,  and their  current  estimated  net
realizable  values.  In addition,  as of September  30,  2000,  the  Partnership
established  a provision  for  write-down  of assets of $32,454  relating to the
October 2000 acquisition of CNL/Longacre Joint Venture, as described in "Capital
Resources." The provision  represented  the difference  between the net carrying
value of the joint venture and the estimated net  realizable  value of the joint
venture.

         In addition,  during the year ended December 31, 1999, the  Partnership
recorded  an  additional  provision  for  write-down  of assets in the amount of
$138,828  relating  to  the  Property  in  Belding,   Michigan.   The  provision
represented  the  difference  between  the  carrying  value of the  Property  at
December  31, 1999,  and the net sales  proceeds  received  from the sale of the
Property to a third party in March 2000.

         The  increase in  operating  expenses  during 2001 and the  decrease in
operating  expenses  during  2000,  each as compared to the previous  year,  was
partially  offset by the fact that the Partnership  incurred  certain  expenses,
such as repairs and maintenance,  insurance and real estate taxes as a result of
tenant  defaults  under the terms of the lease  agreements for the Properties in
Belding, Michigan; Daleville, Indiana, and West Lebanon, New Hampshire. In March
2000,  the  Partnership  sold its Property in Belding,  Michigan to an unrelated
third party.  In March 2001,  the  Partnership  sold the Property in  Daleville,
Indiana and in January 2002, the Partnership  sold the Property in West Lebanon,
New Hampshire. The Partnership did not incur any additional expenses relating to
these Properties after the sale of the Property occurred.

         Operating  expenses  were lower during 2000 as compared to the previous
year,  primarily  due to the fact  that the  Partnership  incurred  $24,443  and
$125,291 during 2000 and 1999, respectively, in transaction costs related to the
General  Partners  retaining  financial  and legal  advisors  to assist  them in
evaluating  and  negotiating  the  proposed and  terminated  merger with APF, as
described in "Termination of Merger."

         In  addition,  the  decrease  during  2000,  as compared  to 1999,  was
partially  due to a  decrease  in  depreciation  expense  due to the sale of one
Property in 2000 and the sales of several  Properties  during 1999. The decrease
in operating  expenses during 2000, as compared to 1999 was partially  offset by
the fact that CNL/Longacre Joint Venture,  the Partnership's  consolidated joint
venture  during  2000,  paid  $60,000 as  settlement  for a lawsuit  against the
consolidated  joint venture.  Even though the Partnership and CNL/Longacre Joint
Venture  believed  there  was no merit to the  lawsuit,  they  elected  to pay a
settlement  to avoid  incurring  legal fees to defend  this  lawsuit.  The joint
venture also incurred  additional  fees during 2000 related to the settlement of
the lawsuit.  The Partnership and  CNL/Longacre  Joint Venture do not anticipate
incurring additional costs relating to this lawsuit.

         In connection  with the sale of its  Properties in Myrtle Beach,  South
Carolina and St. Cloud, Florida during 1995 and 1996, respectively, as described
above in "Capital  Resources,"  the  Partnership  recognized a gain of $136,036,
$1,269,  and  $182,563,  for the years ended  December 31, 2001,  2000 and 1999,
respectively. In accordance with Statement of Financial Accounting Standards No.
66,  "Accounting for Sales of Real Estate," the  Partnership  recorded the sales
using the  installment  sales  method.  As such,  the  gains on the  sales  were
deferred and were being recognized as income  proportionately  as payments under
the mortgage notes were collected. The gain recognized during 2001 and 1999, was
higher than the gain recognized during 2000 due to the fact that during 2001 and
1999, respectively,  the Partnership collected the outstanding balances relating
to the promissory notes  collateralized by the Properties in Myrtle Beach, South
Carolina and St.  Cloud,  Florida,  as described  above in "Capital  Resources,"
which  resulted in the  recognition  of the  remaining  deferred  gains on these
Properties.

         As a result of the sales of several  Properties and the  dissolution of
CNL/Longacre  Joint  Venture as  described  above in  "Capital  Resources,"  the
Partnership recognized gains totaling $35,094, $9,763, and $213,503 during 2001,
2000  and  1999,  respectively.  In  addition,  as a  result  of the sale of the
Partnership's interest in Duluth Joint Venture the Partnership recognized a gain
of $13,819 during 2000.

         The  restaurant  industry,  as a  whole,  has  been  one  of  the  many
industries  affected  by  the  general  slowdown  in  the  economy.   While  the
Partnership has experienced  some losses due to the financial  difficulties of a
limited number of restaurant operators, the General Partners remain confident in
the overall  performance  of the  fast-food  and family style  restaurants,  the
concepts that  comprise the  Partnership's  portfolio.  Industry data shows that
these  restaurant  concepts  continue to outperform  and remain more stable than
higher-end  restaurants,  which have been more adversely affected by the slowing
economy.

         The  Partnership's  leases as of December  31,  2001,  are, in general,
triple-net  leases and  contain  provisions  that the General  Partners  believe
mitigate  the adverse  effect of  inflation.  Such  provisions  include  clauses
requiring the payment of percentage rent based on certain restaurant sales above
a specified  level and/or  automatic  increases in base rent at specified  times
during the term of the lease.  Inflation,  overall,  has had a minimal effect on
the results of  operations  of the  Partnership.  Continued  inflation may cause
capital  appreciation of the  Partnership's  Properties.  Inflation and changing
prices, however, also may have an adverse impact on the sales of the restaurants
and on potential capital appreciation of the Properties.

         In December 1999, the Securities and Exchange  Commission  released SAB
101, which provides the staff's view in applying generally  accepted  accounting
principles  to  selected  revenue  recognition  issues.  SAB  101  requires  the
Partnership  to defer  recognition  of certain  percentage  rental  income until
certain defined  thresholds are met. The  Partnership  adopted SAB 101 beginning
January 1, 2000. Implementation of SAB 101 did not have a material impact on the
partnership's result of operations.

         In July 2001, the Financial Accounting Standards Board issued Statement
of Financial Accounting Standards No. 141 "Business  Combinations" (FAS 141) and
Statement  of  Financial  Accounting  Standards  No.  142  "Goodwill  and  Other
Intangible  Assets" (FAS 142). The  Partnership has reviewed both statements and
has determined  that both FAS 141 and FAS 142 do not apply to the Partnership as
of December 31, 2001.

         In October  2001,  the  Financial  Accounting  Standards  Board  issued
Statement  of  Financial  Accounting  Standards  No.  144  "Accounting  for  the
Impairment or Disposal of Long-Lived  Assets" (FAS 144). This statement requires
that a long-lived asset be tested for recoverability  whenever events or changes
in circumstances  indicate that its carrying amount may not be recoverable.  The
carrying  amount of a long-lived  asset is not recoverable if it exceeds the sum
of the  undiscounted  cash flows  expected to result  from the use and  eventual
disposition of the asset.  The assessment is based on the carrying amount of the
asset  at the  date it is  tested  for  recoverability.  An  impairment  loss is
recognized  when the  carrying  amount of a  long-lived  asset  exceeds its fair
value.  If an  impairment  is  recognized,  the  adjusted  carrying  amount of a
long-lived asset is its new cost basis. The adoption of FAS 144 did not have any
effect on the  partnership's  recording of impairment  losses as this  Statement
retained  the  fundamental  provisions  of  FAS  No.  121  "Accounting  for  the
Impairment of Long-Lived Assets and for Long-Lived Assets to be Disposed of."

Termination of Merger

         On March 11, 1999, the  Partnership  entered into an Agreement and Plan
of Merger with APF,  pursuant to which the Partnership  would be merged with and
into a subsidiary of APF.  Under the  Agreement  and Plan of Merger,  APF was to
issue shares of its common stock as  consideration  for the Merger.  On March 1,
2000, the General  Partners and APF announced  that they had mutually  agreed to
terminate  the  Agreement  and Plan of Merger.  The  agreement to terminate  the
Agreement and Plan of Merger was based, in large part, on the General  Partners'
concern that,  in light of market  conditions  relating to publicly  traded real
estate  investment  trusts,  the value of the transaction  had diminished.  As a
result of such  diminishment,  the General  Partners'  ability to  unequivocally
recommend voting for the transaction, in the exercise of their fiduciary duties,
had become questionable.


Item 7A. Quantitative and Qualitative Disclosures About Market Risk

         Not applicable.


Item 8.  Financial Statements and Supplementary Data


<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                                    CONTENTS






                                                                     Page

Report of Independent Certified Public Accountants                    19

Financial Statements:

     Balance Sheets                                                   20

     Statements of Income                                             21

     Statements of Partners' Capital                                  22

     Statements of Cash Flows                                      23-24

     Notes to Financial Statements                                 25-41







<PAGE>








               Report of Independent Certified Public Accountants




To the Partners
CNL Income Fund V, Ltd.


In our opinion,  the accompanying  balance sheets and the related  statements of
income,  of partners'  capital and of cash flows present fairly, in all material
respects,  the financial  position of CNL Income Fund V, Ltd. (a Florida limited
partnership)  at December 31, 2001 and 2000,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2001 in conformity with accounting  principles  generally accepted in the United
States  of  America.  In  addition,  in our  opinion,  the  financial  statement
schedules listed in the index appearing under item 14(a)(2)  present fairly,  in
all  material  respects,   the  information  set  forth  therein  when  read  in
conjunction with the related financial  statements.  These financial  statements
and financial  statement  schedules are the  responsibility of the Partnership's
management;  our  responsibility  is to express  an  opinion on these  financial
statements and financial  statement  schedules based on our audits. We conducted
our audits of these statements in accordance with auditing  standards  generally
accepted in the United States of America, which require that we plan and perform
the audit to obtain reasonable  assurance about whether the financial statements
are free of material misstatement. An audit includes examining, on a test basis,
evidence  supporting the amounts and  disclosures  in the financial  statements,
assessing the  accounting  principles  used and  significant  estimates  made by
management,  and evaluating the overall  financial  statement  presentation.  We
believe that our audits provide a reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP

Orlando, Florida
February 8, 2002



<PAGE>
                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                              2001                     2000
                                                                       -------------------      -------------------

 <c>
                          ASSETS

Land and buildings on operating leases, net                                   $ 8,430,534              $ 8,767,623
Net investment in direct financing leases                                       1,228,690                1,627,873
Investment in joint ventures                                                    1,930,836                1,939,860
Mortgage note receivable, less deferred gain                                           --                  868,713
Cash and cash equivalents                                                         313,783                1,137,958
Receivables, less allowance for doubtful accounts of
     $35,317 and $134,799, respectively
                                                                                   48,718                  139,772
Due from related parties                                                               32                   11,409
Accrued rental income                                                             349,296                  352,238
Other assets                                                                        4,165                    2,810
                                                                       -------------------      -------------------

                                                                             $ 12,306,054             $ 14,848,256
                                                                       ===================      ===================

             LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                               $   10,873               $   34,182
Accrued and escrowed real estate taxes payable                                      9,496                    7,012
Distributions payable                                                             430,258                  437,500
Due to related parties                                                            118,585                  107,135
Rents paid in advance                                                               4,583                    5,109
                                                                       -------------------      -------------------
       Total liabilities                                                          573,795                  590,938

Partners' capital                                                              11,732,259               14,257,318
                                                                       -------------------      -------------------

                                                                             $ 12,306,054             $ 14,848,256
                                                                       ===================      ===================


                See accompanying notes to financial statements.
<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                              STATEMENTS OF INCOME


                                                                                 Year Ended December 31,
                                                                              2001                 2000              1999
                                                                         ----------------    -----------------  ----------------

Revenues:
     Rental income from operating leases                                    $  1,059,588         $  1,068,679      $  1,077,199
     Earned income from direct financing leases                                  138,892              183,044           177,851
     Contingent rental income                                                     91,084               72,214            91,829
     Lease termination income                                                     13,373                   --                --
     Interest and other income                                                   104,513              155,098           193,571
                                                                         ----------------    -----------------  ----------------
                                                                               1,407,450            1,479,035         1,540,450
                                                                         ----------------    -----------------  ----------------
Expenses:
     General operating and administrative                                        201,258              222,866           150,715
     Professional services                                                        49,795               74,222            48,751
     Real estate taxes                                                            17,730               30,934            33,857
     State and other taxes                                                           545                7,381             6,927
     Depreciation                                                                229,845              229,245           243,260
     Provision for write-down of assets                                          291,369              142,373           308,310
     Transaction costs                                                                --               24,443           125,291
                                                                         ----------------    -----------------  ----------------
                                                                                 790,542              731,464           917,111
                                                                         ----------------    -----------------  ----------------

Income Before Gain on Sale of Assets, Minority Interest in Loss of
     Consolidated Joint Venture and Equity in Earnings of
     Unconsolidated Joint Ventures                                               616,908              747,571           623,339

Gain on Sale of Assets                                                           171,130               24,851           396,066

Minority Interest in Loss of Consolidated Joint Venture                               --               45,718            78,543

Equity in Earnings of Unconsolidated Joint Ventures                              157,935              151,430           337,698
                                                                         ----------------    -----------------  ----------------

Net Income                                                                   $   945,973          $   969,570      $  1,435,646
                                                                         ================    =================  ================

Allocation of Net Income
     General partners                                                           $     --             $     --        $   10,296
     Limited partners                                                            945,973              969,570         1,425,350
                                                                         ----------------    -----------------  ----------------

                                                                             $   945,973          $   969,570      $  1,435,646
                                                                         ================    =================  ================

Net Income Per Limited Partner Unit                                           $    18.92           $    19.39        $    28.51
                                                                         ================    =================  ================

Weighted Average Number of Limited Partner Units Outstanding                      50,000               50,000            50,000
                                                                         ================    =================  ================

                See accompanying notes to financial statements.


<PAGE>
                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2001, 2000, and 1999


                                         General Partners                                                    Limited Partners
                               --------------------------------------  -----------------   --------------------------------------
                                                      Accumulated                                               Accumulated
                                 Contributions         Earnings         Contributions       Distributions         Earnings
                               ------------------   ----------------   -----------------   ----------------   -----------------

Balance, December 31, 1998          $    343,200        $   160,530       $  25,000,000      $ (23,606,567 )     $  17,194,939

    Distributions to limited
       partners ($40.00 per
       limited partner  unit)                 --                 --                  --         (2,000,000 )                --
    Net income                                --             10,296                  --                 --           1,425,350
                               ------------------   ----------------   -----------------   ----------------   -----------------

Balance, December 31, 1999               343,200            170,826          25,000,000        (25,606,567 )        18,620,289

    Distributions to limited
       partners ($47.50 per
       limited partner  unit)                 --                 --                  --         (2,375,000 )                --
    Net income                                --                 --                  --                 --             969,570
                               -----------------   ----------------   -----------------      --------------      --------------

Balance, December 31, 2000               343,200            170,826          25,000,000        (27,981,567 )        19,589,859

    Distributions to limited
partners ($69.42 per
       limited partner  unit)                 --                 --            (413,848 )       (3,057,184 )                --
    Net income                                --                 --                  --                 --             945,973
                               ------------------   ----------------    ----------------   -----------------  ----------------

Balance, December 31, 2001          $    343,200        $   170,826       $  24,586,152      $ (31,038,751 )     $  20,535,832
                               ==================   ================   =================   ================   =================


                See accompanying notes to financial statements.

<PAGE>
-----------------------------------
  Syndication
     Costs            Total
 --------------   --------------

  $ (2,865,000 )    $16,227,102



            --       (2,000,000 )
            --        1,435,646
 --------------   --------------

    (2,865,000 )     15,662,748



            --       (2,375,000 )
            --          969,570
------------------ ----------------

    (2,865,000 )     14,257,318



            --       (3,471,032 )
            --          945,973
 --------------   --------------

 $ (2,865,000 )    $11,732,259
===============   ==============

                See accompanying notes to financial statements.
<page>

                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                            STATEMENTS OF CASH FLOWS




                                                                          Year Ended December 31,
                                                                    2001                2000              1999
                                                               ----------------    ---------------   ----------------

Increase (Decrease) in Cash and Cash Equivalents:

Cash Flows from Operating Activities:
   Cash received from tenants                                     $  1,427,463        $ 1,222,630        $ 1,353,143
   Distributions from unconsolidated joint ventures                    166,659            189,895            214,838
   Cash paid for expenses                                             (282,575 )         (647,634 )         (168,342 )
   Interest received                                                    53,985            139,182            195,926
                                                               ----------------    ---------------   ----------------
       Net cash provided by operating activities                     1,365,532            904,073          1,595,565
                                                               ----------------    ---------------   ----------------

Cash Flows from Investing Activities:
   Proceeds from sale of assets                                        300,386            126,947          1,113,759
   Additions to land and buildings on operating leases                      --            (20,000 )               --
   Liquidating distribution from joint venture                              --            662,195                 --
   Investment in joint ventures                                             --            (91,851 )         (129,978 )
   Collections on mortgage notes receivable                            987,881              9,215          1,052,885
                                                               ----------------    ---------------   ----------------
       Net cash provided by investing activities                     1,288,267            686,506          2,036,666
                                                               ----------------    ---------------   ----------------

Cash Flows from Financing Activities:
   Distributions to limited partners                                (3,478,274 )       (2,437,500 )       (2,000,000 )
                                                               ----------------    ---------------   ----------------
       Net cash used in financing activities                        (3,478,274 )       (2,437,500 )       (2,000,000 )
                                                               ----------------    ---------------   ----------------

Net Increase (Decrease) in Cash and Cash Equivalents                  (824,475 )         (846,921 )        1,632,231

Cash and Cash Equivalents at Beginning of Year                       1,137,958          1,984,879            352,648
                                                               ----------------    ---------------   ----------------

Cash and Cash Equivalents at End of Year                           $   313,483        $ 1,137,958        $ 1,984,879
                                                               ================    ===============   ================


                 See accompanying notes to financial statements.
<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                      STATEMENTS OF CASH FLOWS - CONTINUED


                                                                               Year Ended December 31,
                                                                      2001               2000              1999
                                                                 ---------------    ---------------    --------------

Reconciliation of Net Income to Net Cash Provided by
    Operating Activities:

   Net Income                                                         $ 945,973          $ 969,570        $1,435,646
                                                                 ---------------    ---------------    --------------
   Adjustments to reconcile net income to net cash
     provided by operating activities:
      Depreciation                                                      229,845            229,245           243,260
      Minority interest in loss of consolidated joint
         venture                                                             --            (45,718 )         (78,543 )
      Equity in earnings of unconsolidated joint
         ventures, net of distributions                                   9,024             38,465          (122,860 )
      Gain on sale of assets                                           (171,130 )          (24,851 )        (396,066 )
      Provisions for write-down of assets                               291,369            142,373           308,310
      Decrease in net investment in direct financing
         leases                                                          27,765             43,093            38,000
      Decrease (increase) in accrued interest on mortgage
         note receivable                                                 16,866             (8,350 )           9,429
      Decrease (increase) in receivables                                102,431            (95,673 )          31,982
      Decrease (increase) in other assets                                (1,355 )            1,648            (2,586 )
      Increase in accrued rental income                                 (65,305 )          (52,148 )         (60,127 )
      Increase (decrease) in accounts payable and
         escrowed real estate taxes payable                             (20,825 )          (45,865 )          67,770
      Increase (decrease) in due to related parties                       1,700           (246,731 )         121,368
      Decrease in rents paid in advance and deposits                       (526 )             (985 )             (18 )
                                                                 ---------------    ---------------    --------------

           Total adjustments                                            419,859            (65,497 )         159,919
                                                                 ---------------    ---------------    --------------

    Net Cash Provided by Operating Activities                        $1,365,832          $ 904,073        $1,595,565
                                                                 ===============    ===============    ==============

    Supplemental Schedule of Non-Cash Investing and
      Financing Activities:

      Deferred real estate disposition fees incurred
         and unpaid at end of year                                    $   9,750          $   4,050            $   --
                                                                 ===============    ===============    ==============

      Distributions declared and unpaid at
         December 31                                                  $ 430,258          $ 437,500         $ 500,000
                                                                 ===============    ===============    ==============
                See accompanying notes to financial statements.
</TABLE>




<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies:
         -------------------------------

         Organization  and Nature of  Business - CNL  Income  Fund V, Ltd.  (the
         "Partnership") is a Florida limited  partnership that was organized for
         the purpose of acquiring both newly constructed and existing restaurant
         properties,  as well as properties  upon which  restaurants  were to be
         constructed,  which are leased  primarily  to operators of national and
         regional fast-food and family-style restaurant chains.

         The general partners of the Partnership are CNL Realty Corporation (the
         "Corporate  General  Partner"),  James M.  Seneff,  Jr.  and  Robert A.
         Bourne.  Mr.  Seneff and Mr.  Bourne are also 50%  shareholders  of the
         Corporate General Partner. The general partners have responsibility for
         managing the day-to-day operations of the Partnership.

         Real  Estate  and  Lease  Accounting  -  The  Partnership  records  the
         acquisition of land and buildings at cost,  including  acquisition  and
         closing costs. Land and buildings are leased to unrelated third parties
         generally  on a  triple-net  basis,  whereby  the  tenant is  generally
         responsible  for  all  operating  expenses  relating  to the  property,
         including  property  taxes,  insurance,  maintenance  and repairs.  The
         leases are  accounted  for using  either the  direct  financing  or the
         operating methods. Such methods are described below:

         Direct  financing  method - The leases  accounted  for using the direct
         financing  method are  recorded at their net  investment  (which at the
         inception  of the lease  generally  represents  the cost of the  asset)
         (Note 4).  Unearned income is deferred and amortized to income over the
         lease terms so as to produce a constant  periodic rate of return on the
         Partnership's net investment in the leases.

         Operating  method - Land and building  leases  accounted  for using the
         operating method are recorded at cost, revenue is recognized as rentals
         are earned and  depreciation  is charged  to  operations  as  incurred.
         Buildings  are  depreciated  on the  straight-line  method  over  their
         estimated useful lives of 30 years.  When scheduled rentals vary during
         the lease term, income is recognized on a straight-line  basis so as to
         produce a constant  periodic rent over the lease term commencing on the
         date the property is placed in service.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         Accrued  rental  income  represents  the  aggregate  amount  of  income
         recognized  on a  straight-line  basis in  excess of  scheduled  rental
         payments  to date.  Whenever a tenant  defaults  under the terms of its
         lease,  or events or changes in  circumstance  indicate that the tenant
         will not lease the  property  through  the end of the lease  term,  the
         Partnership  either reserves or reverses the cumulative  accrued rental
         income balance.

         When  the  properties  are  sold,  the  related  cost  and  accumulated
         depreciation  for operating  leases and the net  investment  for direct
         financing leases,  plus any accrued rental income, are removed from the
         accounts and gains or losses from sales are  reflected  in income.  The
         general  partners of the Partnership  review  properties for impairment
         whenever events or changes in circumstances  indicate that the carrying
         amount of the assets may not be  recoverable  through  operations.  The
         general partners  determine whether an impairment in value has occurred
         by comparing the estimated future  undiscounted  cash flows,  including
         the  residual  value of the  property,  with the  carrying  cost of the
         individual  property.  If an impairment  is  indicated,  the assets are
         adjusted to their fair value.  Although the general  partners have made
         their best estimate of these factors based on current conditions, it is
         reasonably  possible  that  changes  could occur in the near term which
         could adversely affect the general partners' estimate of net cash flows
         expected to be  generated  from its  properties  and the need for asset
         impairment write-downs.

         When the  collection of amounts  recorded as rental or other income are
         considered  to be  doubtful,  an  adjustment  is made to  increase  the
         allowance for doubtful accounts,  which is netted against  receivables,
         although  the  Partnership  continues  to  pursue  collection  of  such
         amounts.  If amounts are subsequently  determined to be  uncollectible,
         the  corresponding  receivable and allowance for doubtful  accounts are
         decreased accordingly.

         Investment in Joint Ventures - Prior to the liquidation of CNL/Longacre
         Joint Venture in October 2000, the Partnership  accounted for its 66.5%
         interest  in  such  joint  venture,  using  the  consolidation  method.
         Minority  interest  represented  the minority  joint venture  partner's
         proportionate  share of the  equity in the  Partnership's  consolidated
         joint venture. All significant  intercompany  accounts and transactions
         have been eliminated.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         The Partnership  accounts for its interest in Cocoa Joint Venture,  RTO
         Joint Venture,  and a property in each of Mesa,  Arizona and Vancouver,
         Washington,  held as  tenants-in-common  with affiliates of the general
         partners,  using the equity method since each joint  venture  agreement
         requires the consent of all partners on all key decisions affecting the
         operations of the underlying property.

         Cash and Cash Equivalents - The Partnership considers all highly liquid
         investments  with a maturity of three months or less when  purchased to
         be cash  equivalents.  Cash  and cash  equivalents  consist  of  demand
         deposits at commercial  banks and money market funds (some of which are
         backed by government  securities).  Cash equivalents are stated at cost
         plus accrued interest, which approximates market value.

         Cash  accounts  maintained  on  behalf  of the  Partnership  in  demand
         deposits  at  commercial  banks  and  money  market  funds  may  exceed
         federally insured levels;  however, the Partnership has not experienced
         any losses in such accounts.

         Income Taxes - Under  Section 701 of the  Internal  Revenue  Code,  all
         income,  expenses and tax credit items flow through to the partners for
         tax  purposes.  Therefore,  no  provision  for federal  income taxes is
         provided in the accompanying  financial statements.  The Partnership is
         subject to certain state taxes on its income and properties.

         Additionally,  for tax  purposes,  syndication  costs are  included  in
         Partnership equity and in the basis of each partner's  investment.  For
         financial  reporting  purposes,  syndication  costs are netted  against
         partners' capital and represent a reduction of Partnership equity and a
         reduction in the basis of each partner's investment. See "Income Taxes"
         footnote for a  reconciliation  of net income for  financial  reporting
         purposes to net income for federal income tax purposes.

         Use of Estimates - The general  partners of the Partnership have made a
         number of estimates and assumptions relating to the reporting of assets
         and liabilities and the disclosure of contingent assets and liabilities
         to prepare these  financial  statements in  conformity  with  generally
         accepted  accounting  principles.  The more significant areas requiring
         the use of estimates relate to the allowance for doubtful  accounts and
         future cash flows  associated  with long-lived  assets.  Actual results
         could differ from those estimates.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


1.       Significant Accounting Policies - Continued:
         -------------------------------------------

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2001  presentation.
         These classifications had no effect on partners capital or net income.

         Staff  Accounting  Bulletin No. 101 ("SAB 101") - In December 1999, the
         Securities and Exchange Commission released SAB 101, which provides the
         staff's view in applying  generally accepted  accounting  principles to
         selected revenue  recognition  issues. SAB 101 requires the Partnership
         to defer recognition of certain  percentage rental income until certain
         defined  thresholds are met. The Partnership  adopted SAB 101 beginning
         January  1,  2000.  Implementation  of SAB 101 did not have a  material
         impact on the Partnership results of operations.

         Statement of  Financial  Accounting  Standards  No. 141 ("FAS 141") and
         Statement of Financial  Accounting  Standards  No. 142 ("FAS 142") - In
         July 2001, the Financial Accounting Standards Board issued Statement of
         Financial  Accounting  Standards No. 141 "Business  Combinations"  (FAS
         141) and Statement of Financial  Accounting Standards No. 142 "Goodwill
         and Other  Intangible  Assets" (FAS 142). The  Partnership has reviewed
         both statements and has determined that both FAS 141 and FAS 142 do not
         apply to the Partnership as of December 31, 2001.

         Statement of Financial  Accounting  Standards  No. 144 ("FAS 144") - In
         October 2001, the Financial Accounting Standards Board issued Statement
         of  Financial   Accounting   Standards  No.  144  "Accounting  for  the
         Impairment or Disposal of Long-Lived  Assets".  This statement requires
         that a long-lived asset be tested for recoverability whenever events or
         changes in  circumstances  indicate that its carrying amount may not be
         recoverable.   The  carrying  amount  of  a  long-lived  asset  is  not
         recoverable  if it  exceeds  the  sum of the  undiscounted  cash  flows
         expected to result from the use and eventual  disposition of the asset.
         The assessment is based on the carrying amount of the asset at the date
         it is tested for recoverability.  An impairment loss is recognized when
         the carrying amount of a long-lived asset exceeds its fair value. If an
         impairment is recognized,  the adjusted carrying amount of a long-lived
         asset is its new cost basis.  The  adoption of FAS 144 did not have any
         effect on the  partnership's  recording  of  impairment  losses as this
         Statement   retained  the   fundamental   provisions  of  FAS  No.  121
         "Accounting for the Impairment of Long-Lived  Assets and for Long-Lived
         Assets to be Disposed of."



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


2.       Leases:
         ------

         The Partnership leases its land and buildings primarily to operators of
         national and  regional  fast-food  and  family-style  restaurants.  The
         leases are accounted for under the provisions of Statement of Financial
         Accounting  Standards  No.  13,  "Accounting  for  Leases."  The leases
         generally are classified as operating leases; however, some leases have
         been classified as direct financing  leases.  Substantially  all leases
         are for 10 to 20 years and provide for minimum and contingent  rentals.
         In  addition,   the  tenant  generally  pays  all  property  taxes  and
         assessments,  fully maintains the interior and exterior of the building
         and carries insurance  coverage for public liability,  property damage,
         fire and extended  coverage.  The lease options generally allow tenants
         to  renew  the  leases  for two to four  successive  five-year  periods
         subject to the same terms and  conditions  as the initial  lease.  Most
         leases  also allow the tenant to purchase  the  property at fair market
         value after a specified portion of the lease has elapsed.

3.       Land and Buildings on Operating Leases:
         --------------------------------------

         Land and  buildings on operating  leases  consisted of the following at
         December 31:
<TABLE>
<CAPTION>

                                                             2001                 2000
                                                      --------------------   ----------------

 <c>
                 Land                                        $  4,352,375       $  4,456,489
                 Buildings                                      6,384,202          6,427,703
                                                      --------------------   ----------------

                                                               10,736,577         10,884,192

                 Less accumulated depreciation                 (2,306,043 )       (2,116,569 )
                                                      --------------------   ----------------

                                                             $  8,430,534       $  8,767,623
                                                      ====================   ================
</TABLE>

         In October 2000, the Partnership  acquired the remaining 33.5% interest
         in CNL/Longacre Joint Venture from its joint venture partner and became
         the sole owner of the property in West Lebanon, New Hampshire (see Note
         5).

         In March 2000, the Partnership  sold the property in Belding,  Michigan
         for $135,000 and received net sales proceeds of approximately $126,900.
         Due to the fact that the  Partnership  had  recorded  a  provision  for
         write-down  of  assets  in  previous  years,  no gain on the  sale  was
         recorded  during 2000. In  connection  with the sale,  the  Partnership
         incurred a  deferred,  subordinated,  real  estate  disposition  fee of
         $4,050 (see Note 10).


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


3.       Land and Buildings on Operating Leases - Continued:
         --------------------------------------------------

         In March 2001, the Partnership sold its property in Daleville, Indiana,
         to a third  party for  $325,000  and  received  net sales  proceeds  of
         $300,386 resulting in a gain of $35,096. The Partnership had previously
         recorded  provisions  for  write-down  of  assets of  relating  to this
         property due to the fact that the tenant  terminated the lease with the
         Partnership.  The  provision  represents  the  difference  between  the
         carrying  value of the  property at December 31, 2000 and the net sales
         proceeds received from the anticipated sale in 2001. In connection with
         the sale,  the  Partnership  incurred a  deferred,  subordinated,  real
         estate disposition fee of $9,750 (see Note 10).

         During the year ended December 31, 2001, the Partnership  established a
         provision for write-down of assets in the amount of $156,644,  relating
         to its property in Huron, Ohio. The tenant for this property terminated
         its lease due to financial difficulties.  The provision represented the
         difference  between the net carrying  value of the property at December
         31, 2001 and the general  partners'  estimated net realizable  value of
         the property.

         In addition,  during the year ended December 31, 2001, the  Partnership
         established  a  provision  for  write-down  of assets in the  amount of
         $134,726 relating to its property in Lawrenceville, Georgia. The tenant
         for this property experienced financial  difficulties and ceased making
         rental  payments to the  Partnership.  The  provision  represented  the
         difference  between the net carrying  value of the property,  including
         the  accumulated  accrued  rental  income  balance,   and  the  general
         partners' estimated net realizable value of the property.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 2001:

                         2002                                  $ 941,636
                         2003                                    976,847
                         2004                                    984,917
                         2005                                    862,799
                         2006                                    865,549
                         Thereafter                            5,555,182
                                                        -----------------
                                                             $10,186,930
                                                        =================



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


3.       Land and Buildings on Operating Leases - Continued:
         --------------------------------------------------

         Since  lease  renewal  periods  are  exercisable  at the  option of the
         tenant, the above table only presents future minimum lease payments due
         during  the  initial  lease  terms.  In  addition,  this table does not
         include any amounts for future contingent rentals which may be received
         on the leases based on a percentage of the tenant gross sales.

4.       Net Investment Direct Financing Leases:
         --------------------------------------

         The  following  lists the  components  of the net  investment in direct
         financing leases at December 31:

                                                2001                2000
                                             --------------     ------------

                Minimum lease payments
                     receivable                $ 2,184,590      $ 2,817,960
                Estimated residual values          425,049          566,502
                Less unearned income            (1,380,949 )     (1,756,589 )
                                             --------------     ------------

                Net investment in direct
                     financing leases          $ 1,228,690      $ 1,627,873
                                             ==============     ============

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2001:

                        2002                                     $ 164,506
                        2003                                       164,506
                        2004                                       164,506
                        2005                                       164,506
                        2006                                       164,506
                        Thereafter                               1,362,059
                                                           ----------------

                                                                $2,184,589
                                                           ================



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


4.       Net Investment Direct Financing Leases - Continued:
         --------------------------------------------------

         The above table does not include future minimum lease payments for
         renewal periods or for contingent rental payments that may become due
         in future periods (see Note 3).

         During  2001,  the  tenant  of the  Denny's  property  in  Huron,  Ohio
         terminated its lease due to financial  difficulties.  As a result,  the
         Partnership  reclassified  the  asset  from net  investment  in  direct
         financing  leases  to  land  and  buildings  on  operating  leases.  In
         accordance  with  Statement of Financial  Accounting  Standards No. 13,
         "Accounting  for Leases,"  the  Partnership  recorded the  reclassified
         asset at the lower of original  cost,  present  fair value,  or present
         carrying amount. No loss on reclassification was recorded.

5.       Investment in Joint Ventures:
         ----------------------------

         As of December  31,  2001,  the  Partnership  had a 43%,  and a 53.12%,
         interest  in the profits  and losses of Cocoa  Joint  Venture,  and RTO
         Joint  Venture,  respectively.  The remaining  interests in these joint
         ventures are held by affiliates of the Partnership  which have the same
         general partners.

         In addition,  the Partnership owns a property in each of Mesa,  Arizona
         and Vancouver,  Washington, as tenants-in-common with affiliates of the
         general  partners.  As of December 31, 2001,  the  Partnership  owned a
         42.09% and a 27.78% interest in the properties, respectively.

         In June 1999,  Halls Joint Venture,  in which the  Partnership  owned a
         48.9% interest,  sold its property to the tenant in accordance with the
         purchase option under the lease  agreement for $891,915.  This resulted
         in a gain to the joint venture of approximately $239,300.  During 2000,
         the Partnership and the joint venture  partner  liquidated  Halls Joint
         Venture  and  the  Partnership  received  its  pro  rata  share  of the
         liquidation  proceeds.  No gain or loss was  recorded  relating  to the
         liquidation.

         In  December  1999,  the  Partnership  entered  into  a  joint  venture
         arrangement,  Duluth Joint Venture, with CNL Income Fund VII, Ltd., CNL
         Income Fund XIV, Ltd., and CNL Income Fund XV, Ltd., each of which is a
         Florida limited  partnership and an affiliate of the general  partners,
         to  construct  and hold  one  restaurant  property.  During  2000,  the
         Partnership contributed $91,851 to Duluth Joint Venture to purchase the
         land for construction  costs. In October 2000, the Partnership sold its
         12% interest to CNL Income Fund VII,  Ltd., an affiliate of the general
         partners for $221,830 resulting in a gain of $13,819.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


5.       Investment in Joint Ventures - Continued:
         ----------------------------------------

         In October 2000, the Partnership  acquired the remaining 33.5% interest
         in  CNL/Longacre  Joint  Venture  from its  joint  venture  partner  in
         accordance with the terms of the joint venture agreement.  At September
         30, 2000,  the  Partnership  had recorded a provision for write-down of
         assets of $32,454,  which  represented  the difference  between the net
         carrying  value of the joint venture and the  estimated net  realizable
         value of the joint venture. In October, the Partnership  liquidated the
         joint venture and realized a gain of $9,763.

         Cocoa  Joint  Venture,  RTO  Joint  Venture,  and the  Partnership  and
         affiliates  as  tenants-in-common  in  two  separate  tenancy-in-common
         arrangements,  each  own and  lease  one  property  to an  operator  of
         national fast-food or family-style restaurants.

         The following presents the combined condensed financial information for
         all of the Partnership's investments in joint ventures at December 31:
<TABLE>
<CAPTION>

                                                                2001           2000
                                                             --------------   -----------

 <c>
              Land and buildings on operating leases, net      $ 3,442,881     $4,077,033
              Net investment in direct financing lease           1,353,032        799,018
              Cash                                                   4,484         15,476
              Receivables                                            3,897         14,624
              Accrued rental income                                179,923        127,265
              Other assets                                           1,239            422
              Liabilities                                           30,651         49,512
              Partners' capital                                  4,954,805      4,984,326
              Revenues                                             485,699        478,610
              Net income                                           399,190        387,305
</TABLE>

         The Partnership  recognized  income totaling  $157,935,  $151,430,  and
         $337,698,  for the years  ended  December  31,  2001,  2000,  and 1999,
         respectively, from these joint ventures.

6.       Mortgage Notes Receivable:
         -------------------------

         In  connection  with the sale of its  property in Myrtle  Beach,  South
         Carolina during 1995, the Partnership accepted a promissory note in the
         principal  sum  of  $1,040,000,  collateralized  by a  mortgage  on the
         property. The promissory note bore interest at 10.25% per annum and was
         being collected in 59 equal monthly installments of $9,319,

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


6.       Mortgage Notes Receivable - Continued:
         -------------------------------------

         including interest.  As a result of this sale being accounted for using
         the  installment  sales  method for  financial  reporting  purposes  as
         required  by  Statement  of  Financial  Accounting  Standards  No.  66,
         "Accounting  for Sales of Real  Estate," the  Partnership  recognized a
         gain of $136,036,  $1,269, and $1,255,  during the years ended December
         31,  2001,  2000,  and  1999,  respectively.   In  February  2001,  the
         Partnership  received a balloon  payment of $999,083 which included the
         outstanding principal balance and $12,084 of accrued interest.

7.       Receivables:
         -----------

         In June 1997, the Partnership  terminated the leases with the tenant of
         the properties in  Connorsville  and Richmond,  Indiana.  In connection
         therewith,  the Partnership  accepted a promissory note from the former
         tenant for $35,297 for amounts  relating to past due real estate taxes.
         During 2001, the Partnership collected the outstanding balance relating
         to this note.

8.       Allocations and Distributions:
         -----------------------------

         From inception through December 31, 1999, all net income and net losses
         of the  Partnership,  excluding  gains  and  losses  from  the  sale of
         properties,  were allocated 99% to the limited partners and one percent
         to the general  partners.  From  inception  through  December 31, 1999,
         distributions  of net cash flow were made 99% to the  limited  partners
         and one percent to the general partners;  provided,  however,  that the
         one percent of net cash flow to be distributed to the general  partners
         was  subordinated  to receipt by the limited  partners of an aggregate,
         ten percent, cumulative,  noncompounded annual return on their adjusted
         capital contributions (the "10% Preferred Return").

         From inception  through  December 31, 1999, net sales proceeds from the
         sale of properties not in liquidation of the Partnership, to the extent
         distributed,  were  distributed  first to the  limited  partners  in an
         amount sufficient to provide them with their 10% Preferred Return, plus
         the  return  of  their  adjusted  capital  contributions.  The  general
         partners  then  received,  to the extent  previously  subordinated  and
         unpaid, a one percent  interest in all prior  distributions of net cash
         flow and a return of their capital  contributions.  Any remaining sales
         proceeds were  distributed 95% to the limited partners and five percent
         to the general  partners.  Any gain from the sale of a property  not in
         liquidation of the Partnership  was, in general,  allocated in the same
         manner as net

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


8.       Allocations and Distributions - Continued:
         -----------------------------------------

         sales proceeds are distributable.  Any loss from the sale of a property
         was, in general, allocated first, on a pro rata basis, to partners with
         positive balances in their capital accounts, and thereafter, 95% to the
         limited partners and five percent to the general partners.

         Generally,  net sales  proceeds from a  liquidating  sale of properties
         will be used in the following order: (i) first to pay and discharge all
         of  the  Partnership's   liabilities  to  creditors,  (ii)  second,  to
         establish  reserves that may be deemed necessary for any anticipated or
         unforeseen liabilities or obligations of the Partnership,  (iii) third,
         to pay all of the Partnership's liabilities, if any, to the general and
         limited partners,  (iv) fourth,  after allocations of net income, gains
         and/or  losses,  to distribute  to the partners  with positive  capital
         accounts  balances,  in  proportion to such  balances,  up to an amount
         sufficient  to  reduce  such  positive   balances  to  zero,   and  (v)
         thereafter,  any funds  remaining  shall then be distributed 95% to the
         limited partners and five percent to the general partners.

         Effective  January 1, 2000, the general  partners waived their right to
         receive  future  distributions  from the  Partnership,  including  both
         distributions  of operating cash flow and  distributions of liquidation
         proceeds,   to  the  extent   that  the   cumulative   amount  of  such
         distributions would exceed the balance in the general partners' capital
         account as of December  31,  1999.  Accordingly,  for years  commencing
         January  1,  2000 and  after,  the  partnership's  net  income  will be
         allocated entirely among the limited partners.  However,  if losses are
         allocated to the general  partners in a year, an amount of income equal
         to the sum of such losses may be allocated  to the general  partners in
         succeeding years. Accordingly,  the general partners were not allocated
         any net income and did not receive any  distributions  during the years
         ended December 31, 2001 and 2000.

         During  the  years  ended  December  31,  2001,  2000,  and  1999,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,471,032, $2,375,000, and $2,000,000, respectively. Distributions for
         the year ended  December  31,  2001  included  $1,750,000  in a special
         distribution as a result of the  distribution of the net sales proceeds
         from  the  sale  of  the  property  in   Daleville,   Indiana  and  the
         distribution  of  the  amounts  collected  from  the  promissory  notes
         relating  to the 1995  sale of the  property  in  Myrtle  Beach,  South
         Carolina and the 1996 sale of the property in St. Cloud,  Florida.  The
         special  distribution  in 2001 was effectively a return of a portion of
         the Limited  Partners'  investment;  although,  in accordance  with the
         Partnership agreement, $1,336,152 was applied towards the 10% Preferred
         Return, on a cummulative basis, and the balance of $413,848 was

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


9.       Allocations and Distributions - Continued:
         -----------------------------------------

         treated as a return of capital  for  purposes  of  calculating  the 10%
         Preferred Return.  As a result of the return of capital,  the amount of
         Limited Partners'  invested capital  contributions  (which is generally
         the Limited Partners' capital  contributions,  less  distributions from
         the sale of Properties  that are  considered to be a return of capital)
         was decreased;  therefore the amount of the Limited Partners'  invested
         capital  contributions  on which the 10% Preferred Return is calculated
         was lowered accordingly.  Distributions for the year ended December 31,
         2000  included a special  distribution  of  $500,000 as a result of the
         distribution  of net sales  proceeds from the sale of the properties in
         Belding,  Michigan;  Halls, Tennessee;  Ithaca, New York and St. Cloud,
         Florida.  These amounts were applied  toward the limited  partners' 10%
         Preferred  Return.  No  distributions  have  been  made to the  general
         partners to date.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


9.       Income Taxes:
         ------------

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:
<TABLE>
<CAPTION>

                                                                    2001             2000              1999
                                                                --------------   --------------   ---------------
<S> <C>
          Net income for financial reporting purposes              $  945,973       $  969,570       $ 1,435,646

          Depreciation for tax reporting purposes in excess
               of depreciation for financial reporting
               purposes                                               (12,688 )        (31,908 )         (35,961 )

          Gain on disposition of assets for financial
               reporting purposes in excess of gain for tax
               reporting purposes                                    (158,699 )       (377,255 )         (13,664 )

          Provision for write-down of assets                          291,369          142,373           308,310

          Direct financing leases recorded as operating
               leases for tax reporting purposes                       30,452           43,093            37,999

          Equity in earning of unconsolidated joint ventures for
               tax reporting purposes (less than) in excess of
               equity in earnings of unconsolidated joint
               ventures for financial reporting purposes              (32,904 )          4,135             4,201

          Capitalization (deduction) of transaction costs
               for tax reporting purposes                                  --         (139,935 )         125,291

          Allowance for doubtful accounts                             (99,481 )        (18,951 )          12,245

          Accrued rental income                                       (65,304 )        (52,148 )         (60,127 )

          Capitalization of administrative expenses for tax
               reporting purposes                                          --              255                --

          Rents paid in advance                                          (526 )           (985 )             (18 )

          Minority interest in temporary differences of
               consolidated joint venture                                  --            2,620           (55,146 )

          Other                                                        (2,686 )         (8,745 )              --
                                                                --------------   --------------   ------------------

          Net income for federal income tax purposes               $  895,506       $  532,119       $ 1,758,776
                                                                ==============   ==============   ==================
</TABLE>


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


10.      Related Party Transactions:
         --------------------------

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders of CNL Holdings,  Inc. The other individual
         general partner, Robert A. Bourne, serves as President and Treasurer of
         CNL Financial  Group,  Inc., a wholly owned subsidiary of CNL Holdings,
         Inc. CNL APF Partners,  LP (the "Advisor") is a wholly owned subsidiary
         of CNL American Properties Fund, Inc. ("APF"). CNL Fund Advisors,  Inc.
         a majority  owned  subsidiary of CNL  Financial  Group,  Inc.  until it
         merged with and into APF  effective  September  1, 1999,  served as the
         Partnership's  advisor  until it  assigned  its rights and  obligations
         under a  management  agreement  with  the  Partnership  to the  Advisor
         effective   July  1,  2000.  The   individual   general   partners  are
         stockholders and directors of APF.

         The Advisor  provides  certain  services  relating to management of the
         Partnership and its properties pursuant to a management  agreement with
         the Partnership. In connection therewith, the Partnership agreed to pay
         the Advisor an annual,  noncumulative,  subordinated  management fee of
         one percent of the sum of gross revenues from  properties  wholly owned
         by the  Partnership  and the  Partnership's  allocable  share  of gross
         revenues from joint ventures, but not in excess of competitive fees for
         comparable  services  in the  same  geographic  area.  These  fees  are
         incurred and payable only after the limited  partners receive their 10%
         Preferred Return. Due to the fact that these fees are noncumulative, if
         the limited  partners do not receive their 10% Preferred  Return in any
         particular  year,  no  management  fees will be due or payable for such
         year. As a result of such  threshold,  no management fees were incurred
         during the years ended December 2000, 1999, and 1998.

         The Advisor of the  Partnership is also entitled to receive a deferred,
         subordinated real estate  disposition fee, payable upon the sale of one
         or more  properties  based on the lesser of one-half  of a  competitive
         real  estate  commission  or three  percent  of the sales  price if the
         Advisor  provides a substantial  amount of services in connection  with
         the  sale.  However,  if the net sales  proceeds  are  reinvested  in a
         replacement  property,  no such real  estate  disposition  fees will be
         incurred  until  such  replacement  property  is sold and the net sales
         proceeds are  distributed.  The payment of the real estate  disposition
         fee is  subordinated  to the receipt by the  limited  partners of their
         aggregate   10%  Preferred   Return,   plus  their   adjusted   capital
         contributions.  During the years ended  December 31, 2001 and 2000, the
         Partnership  incurred  deferred,  subordinated real estate  disposition
         fees of $9,750 and $4,050, respectively,  as the result of the sales of
         properties  during  2001  and  2000.  No  deferred,  subordinated  real
         disposition fee was incurred for the year

<PAGE>



                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


10.      Related Party Transactions - Continued:
         --------------------------------------

         ended December 31, 1999 due to the  reinvestment  of net sales proceeds
         in additional properties.

         During the years ended  December 31, 2001,  2000, and 1999, the Advisor
         and its  affiliates of the general  partners,  provided  accounting and
         administrative  services  to  the  Partnership  on a  day-to-day  basis
         including  services  during 2000 and 1999  relating to the proposed and
         terminated merger.  The Partnership  incurred  $140,658,  $83,476,  and
         $97,136,  for the  years  ended  December  31,  2001,  2000,  and 1999,
         respectively, for such services.

         The due to related parties consisted of the following at December 31:
<TABLE>
<CAPTION>

                                                                         2001                 2000
                                                                   -----------------    ------------------
<S> <C>
               Due to the Advisor and its affiliates:
                    Accounting and administrative  services
                                                                          $   4,885             $   3,185
                    Deferred, subordinated real estate
                    disposition fee                                         113,700               103,950
                                                                   -----------------    ------------------

                                                                          $ 118,585             $ 107,135
                                                                   =================    ==================
</TABLE>

11.      Concentration of Credit Risk:
         ----------------------------

         The  following  schedule  presents  total  rental,  earned and mortgage
         interest  income  from  individual  lessees,  or  affiliated  groups of
         lessees,  each  representing more than ten percent of the Partnership's
         total  rental,  earned and  mortgage  interest  income  (including  the
         Partnership share of total rental and earned income from unconsolidated
         joint  ventures  and  the  properties  held as  tenants-in-common  with
         affiliates  of the  general  partners)  for  each  of the  years  ended
         December 31:

                                         2001          2000          1999
                                      -----------   -----------   -----------

         Slaymaker Group, Inc.          $181,387     $ 182,817     $ 184,082
         Golden Corral Corporation       163,831       195,511       195,511



<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


11.      Concentration of Credit Risk - Continued:
         ----------------------------------------

         In addition,  the following schedule presents total rental, earned, and
         mortgage  interest  income  from  individual  restaurant  chains,  each
         representing more than ten percent of the  Partnership's  total rental,
         earned, and mortgage interest income (including the Partnership's share
         of  total  rental  and  earned  income  from  joint  ventures  and  the
         properties  held as  tenants-in-common  with  affiliates of the general
         partners) for each of the years ended December 31:

                                                 2001        2000       1999
                                               ----------  ---------- ---------

              Golden Corral Family Steakhouse
                                                $192,721    $195,511  $195,511
              Taco Bell                          186,453     173,908   184,260
              Tony Roma's                        181,387     182,817   184,082

         Although  the  Partnership's   properties  are  geographically  diverse
         throughout the United States and the  Partnership's  lessees  operate a
         variety of restaurant concepts,  default by any one of these lessees or
         restaurant chains, could significantly impact the results of operations
         of the  Partnership  if the  Partnership  is not able to  re-lease  the
         properties in a timely manner.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2001, 2000, and 1999


12.      Selected Quarterly Financial Data:
         ---------------------------------

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2001 and
         2000:
<TABLE>
<CAPTION>

       2001 Quarter              First              Second              Third             Fourth              Year
  -----------------------   ----------------    ---------------    ----------------    -------------     ----------------
<S> <C>
  Revenues (1)                   $  421,535          $ 371,601           $ 383,613         $388,636          $ 1,565,385
  Net income                        430,209            152,796             214,166          148,802              945,973
  Net income per
      limited partner
      unit                             8.60               3.06                4.28             2.98                18.92

    2000 Quarter                 First              Second              Third             Fourth              Year
  -----------------------   ----------------    ---------------    ----------------    -------------     ----------------

  Revenues (1)                    $ 392,366          $ 412,299           $ 427,220         $444,298          $ 1,676,183
  Net income                        218,805            277,142             179,505          294,118              969,570
  Net income per
      limited partner
      unit                             4.33               5.49                3.57             6.00                19.39
</TABLE>

         (1)      Revenues include equity in earnings of unconsolidated joint
                  ventures and minority interest in loss of consolidated joint
                  venture.

13.      Subsequent Events:
         ----------------

         In January 2002, the Partnership sold its Properties in Huron, Ohio and
         West Lebanon, New Hampshire to unrelated third parties for $210,000 and
         $675,000,   respectively,   and   received   net  sales   proceeds   of
         approximately  $202,000  and  $634,300,  respectively  (see Note 3). In
         January 2002, the Partnership recorded a gain of approximately $122,000
         relating to the sale of the property in West  Lebanon,  New  Hampshire.
         Due to the fact  that  the  Partnership  had  recorded  provisions  for
         write-down of assets in previous years, no gain or loss was recorded in
         2002 relating to the property in Huron, Ohio.

         In addition,  in January  2002,  the  Partnership  sold its Property in
         Bountiful,  Utah to the tenant in accordance  with the option under the
         lease for  $1,046,000  and received net sales  proceeds of  $1,008,600,
         resulting in a gain of $449,700 (see Note 3).


<PAGE>



Item 9.  Changes in and Disagreements with Accountants on Accounting and
         Financial Disclosure

         None.


                                    PART III


Item 10. Directors and Executive Officers of the Registrant

         The General Partners of the Registrant are James M. Seneff, Jr., Robert
A.  Bourne  and CNL  Realty  Corporation,  a Florida  corporation.  The  General
Partners  manage  and  control  the  Partnership's   affairs  and  have  general
responsibility   and  the  ultimate  authority  in  all  matters  affecting  the
Partnership's  business.  The  Partnership  has  available  to it the  services,
personnel and experience of CNL Fund Advisors,  Inc., CNL Financial Group,  Inc.
and their affiliates, all of which are affiliates of the General Partners.

         James M. Seneff, Jr., age 55. Since 1971, Mr. Seneff has been active in
the  acquisition,  development,  and  management  of real estate  projects  and,
directly or through an  affiliated  entity,  has served as a general  partner or
co-venturer in over 100 real estate  ventures.  These ventures have involved the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels, and other real estate. Mr. Seneff has
served as Director and Chairman of the Board of CNL  American  Properties  Fund,
Inc. ("APF"),  a public,  unlisted real estate investment trust, since 1994. Mr.
Seneff served as Chief  Executive  Officer of APF from 1994 through August 1999,
and has served as Co-Chief  Executive  Officer of APF since  December  2000. Mr.
Seneff served as Chairman of the Board and Chief  Executive  Officer of CNL Fund
Advisors,  Inc.,  formerly  the  Partnership's  advisor,  until it merged with a
wholly-owned  subsidiary  of APF  in  September  1999,  and in  June  2000,  was
re-elected  to those  positions  of CNL Fund  Advisors,  Inc.  Mr.  Seneff  is a
principal stockholder of CNL Holdings, Inc., the parent company of CNL Financial
Group,  Inc., a diversified  real estate company,  and has served as a Director,
Chairman of the Board and Chief Executive  Officer of CNL Financial Group,  Inc.
since its formation in 1980. CNL Financial  Group,  Inc. is the parent  company,
either directly or indirectly through subsidiaries, of CNL Real Estate Services,
Inc., CNL Capital Markets, Inc., CNL Investment Company and CNL Securities Corp.
Mr. Seneff also serves as a Director,  Chairman of the Board and Chief Executive
Officer of CNL  Hospitality  Properties,  Inc., a public,  unlisted  real estate
investment trust, as well as, CNL Hospitality  Corp., its advisor.  In addition,
he serves as a Director,  Chairman of the Board and Chief  Executive  Officer of
CNL Retirement Properties, Inc., a public, unlisted real estate investment trust
and its advisor,  CNL Retirement Corp. Since 1992, Mr. Seneff has also served as
a Director,  Chairman of the Board and Chief Executive Officer of Commercial Net
Lease Realty,  Inc., a public real estate investment trust that is listed on the
New York Stock Exchange.  Mr. Seneff has also served as a Director,  Chairman of
the Board and Chief Executive  Officer of CNL Securities  Corp.  since 1979; CNL
Investment  Company  since  1990;  and  CNL  Institutional  Advisors,   Inc.,  a
registered investment advisor for pension plans, since 1990. Mr. Seneff formerly
served  as a  Director  of First  Union  National  Bank of  Florida,  N.A.,  and
currently serves as the Chairman of the Board of CNL Bank. Mr. Seneff previously
served on the Florida State Commission on Ethics and is a former member and past
Chairman of the State of Florida Investment  Advisory Council,  which recommends
to the Florida Board of Administration  investments for various Florida employee
retirement  funds.  The Florida  Board of  Administration,  Florida's  principal
investment advisory and money management agency, oversees the investment of more
than $60 billion of retirement funds. Mr. Seneff received his degree in Business
Administration from Florida State University in 1968.

         Robert A.  Bourne,  age 54. Mr.  Bourne has  participated  as a general
partner  or  co-venturer  in over  100  real  estate  ventures  involved  in the
financing,  acquisition,   construction,  and  leasing  of  restaurants,  office
buildings,  apartment  complexes,  hotels,  and other real estate. Mr. Bourne is
Director of the Board of Directors of APF. Mr. Bourne served as President of APF
from 1994 through  February 1999. He also served as Treasurer from February 1999
through  August 1999 and from May 1994 through  December 1994. He also served in
various  executive  positions with CNL Fund  Advisors,  Inc. prior to its merger
with a  wholly-owned  subsidiary of APF  including,  President from 1994 through
September 1997, and Director from 1994 through August 1999. Mr. Bourne serves as
President and Treasurer of CNL Financial Group, Inc.; Director, Vice Chairman of
the Board,  President  and  Treasurer  of CNL  Hospitality  Properties,  Inc., a
public,  unlisted  real estate  investment  trust;  as well as,  Director,  Vice
Chairman of the Board,  President and Treasurer of CNL  Hospitality  Corp.,  its
advisor. In addition, Mr. Bourne serves as Director, Vice Chairman of the Board,
President and Treasurer of CNL Retirement Properties,  Inc., a public,  unlisted
real  estate  investment  trust;  as well as, a Director,  Vice  Chairman of the
Board,  President and Treasurer of its advisor,  CNL Retirement Corp. Mr. Bourne
also serves as a Director of CNL Bank.  He has served as a Director  since 1992,
Vice Chairman of the Board since  February  1996,  Secretary and Treasurer  from
February 1996 through 1997, and President from July 1992 through  February 1996,
of Commercial  Net Lease  Realty,  Inc., a public real estate  investment  trust
listed on the New York Stock  Exchange.  Mr.  Bourne  also  serves as  Director,
President  and Treasurer for various  affiliates  of CNL Financial  Group,  Inc.
including,  CNL Investment  Company,  CNL Securities Corp. and CNL Institutional
Advisors,  Inc., a registered  investment  advisor for pension plans. Mr. Bourne
began his career as a certified public accountant employed by Coopers & Lybrand,
Certified  Public  Accountants,  from 1971 through  1978,  where he attained the
position  of Tax  Manager in 1975.  Mr.  Bourne  graduated  from  Florida  State
University in 1970 where he received a B.A. in Accounting, with honors.

         Curtis B.  McWilliams,  age 46. Mr.  McWilliams  has served as Co-Chief
Executive  Officer of APF since  December  2000 and  previously  served as Chief
Executive  Officer from  September  1999  through  December  2000.  Prior to the
acquisition of CNL Fund Advisors,  Inc., Mr.  McWilliams  served as President of
APF from  February  1999 until  September  1999.  From February 1998 to February
1999, he served as Executive  Vice President of APF. Mr.  McWilliams  joined CNL
Financial  Group,  Inc. in April 1997 and served as an Executive  Vice President
from October 1997 until September 1999. In addition,  Mr.  McWilliams  served as
President of CNL Fund Advisors, Inc. and CNL Financial Services, Inc. from April
1997 until the acquisition of such entities by wholly-owned  subsidiaries of APF
in September  1999.  From September 1983 through March 1997, Mr.  McWilliams was
employed by Merrill  Lynch & Co. The  majority of his career at Merrill  Lynch &
Co.  was in the  Investment  Banking  division  where he  served  as a  Managing
Director.  Mr.  McWilliams  received  a  B.S.E.  in  Chemical  Engineering  from
Princeton University in 1977 and a Master of Business Administration degree with
a concentration in finance from the University of Chicago in 1983.

         Steven  D.  Shackelford,  age  38.  Mr.  Shackelford  was  promoted  to
Executive Vice President of APF in June 2000. He served as Senior Vice President
from September 1999 until his promotion in June 2000. Mr. Shackelford has served
as Chief  Financial  Officer  since January 1997 and has served as Secretary and
Treasurer of APF since September 1999. He also served as Chief Financial Officer
of CNL Fund Advisors,  Inc. from September  1996 to September  1999.  From March
1995 to July 1996, Mr.  Shackelford  was a senior manager in the national office
of Price  Waterhouse LLP where he was responsible  for advising  foreign clients
seeking to raise capital and a public listing in the United States.  From August
1992 to March  1995,  he was a  manager  in the  Paris,  France  office of Price
Waterhouse, serving several multi-national clients. Mr. Shackelford was an audit
staff and  senior  from  1986 to 1992 in the  Orlando,  Florida  office of Price
Waterhouse.  Mr.  Shackelford  received a Bachelor of Arts degree in Accounting,
with honors, and a Master of Business  Administration  degree from Florida State
University and is a certified public accountant.


Item 11.  Executive Compensation

         Other than as  described in Item 13, the  Partnership  has not paid and
does not intend to pay any executive compensation to the General Partners or any
of their affiliates.  There are no compensatory plans or arrangements  regarding
termination of employment or change of control.




<PAGE>


Item 12.  Security Ownership of Certain Beneficial Owners and Management

         As of March 15,  2002,  no person was known to the  Registrant  to be a
beneficial owner of more than five percent of the Units.

         The following  table sets forth,  as of March 15, 2002,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>

                    Title of Class                  Name of Partner           Percent of Class
                    --------------                  ---------------           ----------------
<S> <C>
           General Partnership Interests       James M. Seneff, Jr.                     45%
                                               Robert A. Bourne                         45%
                                               CNL Realty Corporation                   10%
                                                                                     --------
                                                                                       100%
                                                                                     ========
</TABLE>

         Neither the General Partners, nor any of their affiliates, owns any
interest in the Registrant, except as noted above.


<PAGE>



Item 13.  Certain Relationships and Related Transactions

         The  table  below   summarizes  the  types,   recipients,   methods  of
computation and amounts of compensation,  fees and distributions paid or payable
by the  Partnership  to the General  Partners and their  affiliates for the year
ended  December 31, 2001,  exclusive of any  distributions  to which the General
Partners or their  affiliates  may be entitled by reason of their  purchase  and
ownership of Units.
<TABLE>
<CAPTION>

                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
          and Recipient                        Method of Computation                  Ended December 31, 2001
----------------------------------     --------------------------------------      ------------------------------
<S> <c>
Reimbursement to affiliates            Operating  expenses are reimbursed at       Accounting   and
for operating expenses                 the  lower  of  cost  or  90%  of the       administra-tive     services:
                                       prevailing  rate at which  comparable       $140,658
                                       services  could have been obtained in
                                       the     same     geographic     area.
                                       Affiliates  of the  General  Partners
                                       from  time  to  time  incur   certain
                                       operating  expenses  on behalf of the
                                       Partnership     for     which     the
                                       Partnership       reimburses      the
                                       affiliates without interest.

Annual, subordinated                   One  percent  of  the  sum  of  gross       $-0-
management fee to affiliates           operating  revenues  from  Properties
                        `              wholly owned by the Partnership plus
                                       the Partnership's allocable share of
                                       gross revenues of joint ventures in
                                       which    the    Partnership    is   a
                                       co-venturer, subordinated to certain
                                       minimum returns to the Limited
                                       Partners. The management fee will
                                       not exceed competitive fees for
                                       comparable   services.   Due  to  the
                                       fact    that     these    fees    are
                                       noncumulative    if    the    Limited
                                       Partners  do not  receive  their  10%
                                       Preferred Return in any particular
                                       year, no management  fees will be due
                                       or payable for such year.




<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2001
---------------------------------      --------------------------------------      ------------------------------

Deferred,    subordinated   real       A deferred,  subordinated real estate       $9,750
estate  disposition  fee payable       disposition  fee,  payable  upon sale
to affiliates                          of  one  or  more  Properties,  in an
                                       amount  equal  to the  lesser  of (i)
                                       one-half of a competitive real
                                       estate commission, or (ii) three
                                       percent of the sales price of such
                                       Property or Properties. Payment of
                                       such  fee   shall  be  made  only  if
                                       affiliates of the General Partners
                                       provide a substantial amount of
                                       services in connection with the sale
                                       of a Property or Properties and
                                       shall be subordinated to certain
                                       minimum returns to the Limited
                                       Partners.  However,  if the net sales
                                       proceeds   are    reinvested   in   a
                                       replacement Property, no such real
                                       estate disposition fee will be
                                       incurred until such replacement
                                       Property is sold and the net sales
                                       proceeds are distributed.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to   one   percent   of   Partnership
Partnership net cash flow              distributions   of  net  cash   flow,
                                       subordinated to certain minimum
                                       returns to the Limited Partners.

General   Partners'    deferred,       A deferred,  subordinated share equal       $-0-
subordinated       share      of       to  five   percent   of   Partnership
Partnership  net sales  proceeds       distributions   of  such  net   sales
from  a  sale  or  sales  not in       proceeds,   subordinated  to  certain
liquidation of the Partnership         minimum   returns   to  the   Limited
                                       Partners.


<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         And Recipient                         Method of Computation                  Ended December 31, 2001
---------------------------------      --------------------------------------      ------------------------------

General   Partners'   share   of       Distributions  of net sales  proceeds       $-0-
Partnership  net sales  proceeds       from   a    sale    or    sales    of
from  a   sale   or   sales   in       substantially      all     of     the
liquidation of the Partnership         Partnership's    assets    will    be
                                       distributed in the following order
                                       or priority: (i) first, to pay all
                                       debts   and    liabilities   of   the
                                       Partnership    and    to    establish
                                       reserves; (ii) second, to Partners
                                       with positive capital account
                                       balances, determined after the
                                       allocation  of net income,  net loss,
                                       gain and loss, in proportion to such
                                       balances, up to amounts sufficient
                                       to reduce such balances to zero; and
                                       (iii) thereafter, 95% to the Limited
                                       Partners and 5% to the General Partners.



</TABLE>


<PAGE>


                                     PART IV


Item 14.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

(a)      The following documents are filed as part of this report.

         1.   Financial Statements

                  Report of Independent Certified Public Accountants

                  Balance Sheets at December 31, 2001 and 2000

                  Statements of Income for the years ended December 31, 2001,
                  2000, and 1999

                  Statements of Partners' Capital for the years ended December
                  31, 2001, 2000, and 1999

                  Statements of Cash Flows for the years ended December 31,2001,
                  2000, and 1999

                  Notes to Financial Statements

         2.   Financial Statement Schedules

                  Schedule II - Valuation and Qualifying Accounts for the years
                  ended December 31, 2001, 2000, and 1999

                  Schedule III - Real Estate and Accumulated Depreciation at
                  December 31, 2001

                  Notes to Schedule III - Real Estate and Accumulated
                  Depreciation at December 31, 2001

                  All other Schedules are omitted as the required information is
                  inapplicable or is presented in the financial statements or
                  notes thereto.

         3.   Exhibits

                  3.1      Amended and Restated  Affidavit  and  Certificate  of
                           Limited  Partnership  of  CNL  Income  Fund  V,  Ltd.
                           (Included  as Exhibit 3.1 to Form 10-K filed with the
                           Securities and Exchange Commission on March 31, 1994,
                           and incorporated herein by reference.)

                  4.1      Amended and Restated  Affidavit  and  Certificate  of
                           Limited  Partnership  of  CNL  Income  Fund  V,  Ltd.
                           (Included  as Exhibit 3.1 to Form 10-K filed with the
                           Securities and Exchange Commission on March 31, 1994,
                           and incorporated herein by reference.)

                  4.2      Amended and  Restated  Certificate  and  Agreement of
                           Limited  Partnership  of  CNL  Income  Fund  V,  Ltd.
                           (Included  as Exhibit 4.2 to Form 10-K filed with the
                           Securities and Exchange Commission on March 31, 1994,
                           and incorporated herein by reference.)

                  10.1     Management  Agreement  (Included  as Exhibit  10.1 to
                           From 10-K  filed  with the  Securities  and  Exchange
                           Commission on March 31, 1994, and incorporated herein
                           by reference.)

                  10.2     Assignment   of   Management   Agreement   from   CNL
                           Investment Company to CNL Income Fund Advisors,  Inc.
                           (Included as Exhibit 10.2 to Form 10-K filed with the
                           Securities and Exchange Commission on March 30, 1995,
                           and incorporated herein by reference.)

                  10.3     Assignment  of Management  Agreement  from CNL Income
                           Fund  Advisors,  Inc.  to  CNL  Fund  Advisors,  Inc.
                           (Included as Exhibit 10.3 to Form 10-K filed with the
                           Securities and Exchange  Commission on April 1, 1996,
                           and incorporated herein by reference.)

                  10.4     Assignment  of  Management  Agreement  from  CNL Fund
                           Advisors,  Inc. to CNL APF Partners, LP. (Included as
                           Exhibit  10.4 to Form 10-Q filed with the  Securities
                           and  Exchange  Commission  on  August  9,  2001,  and
                           incorporated herein by reference.)

                  (b)      The  Registrant  filed no  reports on Form 8-K during
                           the period from October 1, 2001 through  December 31,
                           2001.





<PAGE>



                                   SIGNATURES


         Pursuant to the  requirements  of Section 13 or 15(d) 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,  on the 22nd day of
March, 2002.

                                CNL INCOME FUND V, LTD.

                                By:      CNL REALTY CORPORATION
                                         General Partner

                                         /s/ Robert A. Bourne
                                         -----------------------------------
                                         ROBERT A. BOURNE, President


                                By:      ROBERT A. BOURNE
                                         General Partner

                                         /s/ Robert A. Bourne
                                         -----------------------------------
                                         ROBERT A. BOURNE


                                By:      JAMES M. SENEFF, JR.
                                         General Partner

                                         /s/ James M. Seneff, Jr.
                                         -----------------------------------
                                         JAMES M. SENEFF, JR.




<PAGE>


         Pursuant to the  requirements  of the Securities  Exchange Act of 1934,
this  report has been  signed  below by the  following  persons on behalf of the
Registrant and in the capacities and on the dates indicated.
<TABLE>
<CAPTION>

               Signature                                  Title                                  Date

 <c>


/s/ Robert A. Bourne                     President,   Treasurer   and   Director            March 22, 2002
------------------------------------
Robert A. Bourne                         (Principal   Financial  and  Accounting
                                         Officer)

/s/ James M. Seneff, Jr.                 Chief  Executive  Officer and  Director            March 22, 2002
------------------------------------
James M. Seneff, Jr.                     (Principal Executive Officer)

</TABLE>


<PAGE>
                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2001, 2000, and 1999

<TABLE>
<CAPTION>

                                                       Additions                           Deductions
                                           ----------------------------------      ----------------------------

 <c>
                                                                                                          Collected
                                                                                                          or Deter-
                                   Balance at       Charged to       Charged to           Deemed          mined to       Balance
                                    Beginning       Costs and           Other           Uncollec-          be Col-       at End
  Year          Description          of Year         Expenses         Accounts            tible           lectible       of Year
----------    -----------------   --------------  ---------------  ----------------    -------------     ------------  ------------

  1999        Allowance for
                 doubtful
                 accounts (a)         $ 141,505          $    --        $   13,070 (b)       $   --          $   825     $ 153,750
----------                        ==============  ===============  ================    =============     ============  ============

  2000        Allowance for
                 doubtful
                 accounts (a)         $ 153,750          $    --        $   47,400 (b)       $   --         $ 66,351     $ 134,799
----------                        ==============  ===============  ================    =============     ============  ============

  2001        Allowance for
                 doubtful
                 accounts (a)         $ 134,799          $    --        $   35,317 (b)    $ 134,799 (c)       $   --      $ 35,317
----------                        ==============  ===============  ================    =============     ============  ============

</TABLE>

(a)      deducted from receivables on the balance sheet.

(b)      reduction of rental and other income.

(c)      amounts written off as uncollectible.


<PAGE>
                           CNL INCOME FUND V, LTD.
                    (A Florida Limited Partnership)

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                             December 31, 2001
<TABLE>
<CAPTION>

                                                                             Costs Capitalized
                                                                               Subsequent To
                                                      Initial Cost              Acquisition
                                                -------------------------  --------------------
                                 Encum-                      Buildings and Improve-    Carrying
                                 brances           Land       Improvements   ments      Costs
                                ----------      -----------  ------------  ----------  --------

 <c>
Properties the Partnership
   has Invested in Under
   Operating Leases:

    Arby's Restaurants:
      Connorsville, Indiana         -             $279,665             -    $591,137         -
      South Haven, Michigan         -              120,847       599,339     120,363         -

    Burger King Restaurant:
      Lawrenceville, Georgia (l)    -              482,071             -     368,415         -

    Captain D's Restaurant:
      Belleville, Illinois          -              186,050       383,781           -         -

    Denny's Restaurant:
      New Castle, Indiana           -              117,394       471,340           -         -
      Huron, Ohio                   -               21,448       193,325

    Golden Corral Family
      Steakhouse Restaurants:
          Livingston, Texas         -              156,382       429,107           -         -
          Victoria, Texas           -              504,787       742,216           -         -

    IHOP:
        Houston, Texas              -              513,384       671,713           -         -

    Pizza Hut Restaurant:
        Mexia, Texas                -              237,944       200,501           -         -

    Taco Bell Restaurants:
      Bountiful, Utah               -              330,164             -     319,511         -
      Centralia, Washington         -              215,302             -     378,836         -

    Tony Romas:
      Sandy, Utah                   -              595,330             -           -         -

    Wendy's Old Fashioned
      Hamburger Restaurants:
          Tampa, Florida            -              336,216       462,401           -         -

    Other:
        West Lebanon, New Hampshire -g) (k)        255,389             -     518,697         -
                                                -----------  ------------  ----------  --------

                                                $4,352,373    $4,153,723   $2,296,959        -
                                                ===========  ============  ==========  ========




                                                                                     Costs Capitalized
                                                                                     Subsequent To
                                                           Initial Cost              Acquisition
                                                -------------------------  --------------------
                                 Encum-                      Building and  Improve-    Carrying
                                 brances           Land       Improvements   ments      Costs
                                ----------      -----------  ------------  ----------  --------
Property of Joint Venture in
  Which the Partnership has a
  43% Interest and has
  Invested in Under an
  Operating Lease:

  Waffle House Restaurant:
        Cocoa, Florida              -             $183,229      $192,857           -         -
                                                ===========  ============  ==========  ========

Property in Which the
  Partnership has a 42.09%
  Interest as Tenants-in-Common
  and has Invested in Under an
  Operating Lease:

    Del Taco Restaurant:
        Mesa, Arizona (j)           -             $440,842             -           -         -
                                                ===========  ============  ==========  ========

Property in Which the
  Partnership has a 27.78%
  Interest as Tenants-in-Common
  and has Invested in Under an
  Operating Lease:

  Chevy's Fresh Mex Restaurant:
        Vancouver, Washington       -             $875,659    $1,389,366           -         -
                                                ===========  ============  ==========  ========

Property of Joint Venture in Which
   the Partnership has a 53.12%
   Interest and has Invested in
   Under an Operating Lease:

   Ruby Tuesday's Restaurant:
        Orlando, Florida            -             $623,496             -           -         -
                                                ===========  ============  ==========  ========




                                                                             Costs Capitalized
                                                                                Subsequent to
                                                       Initial Cost              Acquisition
                                                -------------------------  --------------------
                                 Encum-                      Building and  Improve-    Carrying
                                 brances           Land       Improvements   ments      Costs
                                ----------      -----------  ------------  ----------  --------
Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

    Captain D's Restaurant
        Zanesville, Ohio            -              $99,651      $390,518           -         -

    Tony Romas:
        Sandy, Utah                 -                    -       911,072           -         -
                                                -----------  ------------  ----------  --------

                                                   $99,651    $1,301,590           -         -
                                                ===========  ============  ==========  ========


Property of Joint Venture
    in Which the Partnership
    has a 53.12% Interest and
    has Invested in Under a
    Direct Financing Lease:

 Ruby Tuesday's Restaurant:
      Orlando, Florida              -                    -      $820,202           -         -
                                                ===========  ============  ==========  ========

Property in Which the Partnership
   has a 42.09% Interest as
   Tenants-in-Common and has
   Invested in Under a
    Direct Financing Lease:

    Del Taco Restaurant:
        Mesa, Arizona (j)           -                    -      $650,622           -         -
                                                ===========  ============  ==========  ========





   Net Cost Basis at Which                                                 Life on Which
   Carried at Close of Period (c)                                         Depreciation in
----------------------------------------                Date               Latest Income
               Buildings and              Accumulated  of Con-   Date      Statement is
    Land       Improvements    Total      Depreciation structionAcquired     Computed
-------------  ------------  -----------  -----------  -------  -------    ------------





    $279,665      $591,137     $870,802     $216,811    1989    03/89          (b)
     120,847       719,702      840,549      213,644    1989    03/89          (i)


     482,071       301,937      784,008      153,185    1989    04/89          (b)


     186,050       383,781      569,831      163,640    1988    03/89          (b)


     117,394       471,340      588,734      150,279    1989    02/89          (h)
      21,448       193,325      214,773       13,347    1971    05/89          (l)



     156,382       429,107      585,489      176,409    1986    09/89          (b)
     504,787       742,216    1,247,003      297,738    1989    12/89          (b)


     513,384       671,713    1,185,097       91,739    1997    11/97          (b)


     237,944       200,501      438,445       85,213    1985    03/89          (b)


     330,164       319,511      649,675      131,798    1989    05/89          (b)
     215,302       378,836      594,138      152,587    1989    08/89          (b)


     595,330            (f)     595,330           (d)   1997    12/97          (d)



     336,216       462,401      798,617      197,805    1987    02/89          (b)


     255,389       518,697      774,086      261,848    1989    03/89          (b)
-------------  ------------  -----------  -----------

  $4,352,373    $6,384,204   $10,736,577  $2,306,043
=============  ============  ===========  ===========












 Net Cost Basis at Which                                                  Life on Which
 Carried at Close of Period (c)                                          Depreciation in
----------------------------------------                Date               Latest Income
               Building and               Accumulated  of Con-   Date      Statement is
    Land       Improvements    Total      Depreciation structionAcquired     Computed
-------------  ------------  -----------  -----------  -------  -------    ------------






    $183,229      $192,857     $376,086      $77,193    1986    12/89          (b)
=============  ============  ===========  ===========







    $440,842            (f)    $440,842           (d)   1997    10/97          (d)
=============                ===========







    $875,659    $1,389,366   $2,265,025     $185,375    1994    12/97          (b)
=============  ============  ===========  ===========







    $623,496            (f)    $623,496           (d)   1998    05/98          (d)
=============                ===========













  Net Cost Basis at Which                                                  Life on Which
  Carried at Close of Period (c)                                          Depreciation In
----------------------------------------                Date               Latest Income
               Building and               Accumulated  of Con-   Date      Statement is
    Land       Improvements    Total      Depreciation structionAcquired     Computed
-------------  ------------  -----------  -----------  -------  -------    ------------





          (f)           (f)          (f)          (e)   1988    03/89          (e)


           -            (f)          (f)          (d)   1997    12/97          (d)










           -            (f)          (f)          (d)   1998    05/98          (d)







           -            (f)          (f)          (d)   1997    10/97          (d)


</TABLE>
                           CNL INCOME FUND V, LTD.
                    (A Florida Limited Partnership)

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION

                             December 31, 2001
<TABLE>
<CAPTION>

                                                                             Costs Capitalized
                                                                               Subsequent To
                                                      Initial Cost              Acquisition
                                                -------------------------  --------------------
                                 Encum-                      Buildings and Improve-    Carrying
                                 brances           Land       Improvements   ments      Costs
                                ----------      -----------  ------------  ----------  --------

 <c>
Properties the Partnership
   has Invested in Under
   Operating Leases:

    Arby's Restaurants:
      Connorsville, Indiana         -             $279,665             -    $591,137         -
      South Haven, Michigan         -              120,847       599,339     120,363         -

    Burger King Restaurant:
      Lawrenceville, Georgia (l)    -              482,071             -     368,415         -

    Captain D's Restaurant:
      Belleville, Illinois          -              186,050       383,781           -         -

    Denny's Restaurant:
      New Castle, Indiana           -              117,394       471,340           -         -
      Huron, Ohio                   -               21,448       193,325

    Golden Corral Family
      Steakhouse Restaurants:
          Livingston, Texas         -              156,382       429,107           -         -
          Victoria, Texas           -              504,787       742,216           -         -

    IHOP:
        Houston, Texas              -              513,384       671,713           -         -

    Pizza Hut Restaurant:
        Mexia, Texas                -              237,944       200,501           -         -

    Taco Bell Restaurants:
      Bountiful, Utah               -              330,164             -     319,511         -
      Centralia, Washington         -              215,302             -     378,836         -

    Tony Romas:
      Sandy, Utah                   -              595,330             -           -         -

    Wendy's Old Fashioned
      Hamburger Restaurants:
          Tampa, Florida            -              336,216       462,401           -         -

    Other:
        West Lebanon, New Hampshire -g) (k)        255,389             -     518,697         -
                                                -----------  ------------  ----------  --------

                                                $4,352,373    $4,153,723   $2,296,959        -
                                                ===========  ============  ==========  ========




                                                                                     Costs Capitalized
                                                                                     Subsequent To
                                                           Initial Cost              Acquisition
                                                -------------------------  --------------------
                                 Encum-                      Building and  Improve-    Carrying
                                 brances           Land       Improvements   ments      Costs
                                ----------      -----------  ------------  ----------  --------
Property of Joint Venture in
  Which the Partnership has a
  43% Interest and has
  Invested in Under an
  Operating Lease:

  Waffle House Restaurant:
        Cocoa, Florida              -             $183,229      $192,857           -         -
                                                ===========  ============  ==========  ========

Property in Which the
  Partnership has a 42.09%
  Interest as Tenants-in-Common
  and has Invested in Under an
  Operating Lease:

    Del Taco Restaurant:
        Mesa, Arizona (j)           -             $440,842             -           -         -
                                                ===========  ============  ==========  ========

Property in Which the
  Partnership has a 27.78%
  Interest as Tenants-in-Common
  and has Invested in Under an
  Operating Lease:

  Chevy's Fresh Mex Restaurant:
        Vancouver, Washington       -             $875,659    $1,389,366           -         -
                                                ===========  ============  ==========  ========

Property of Joint Venture in Which
   the Partnership has a 53.12%
   Interest and has Invested in
   Under an Operating Lease:

   Ruby Tuesday's Restaurant:
        Orlando, Florida            -             $623,496             -           -         -
                                                ===========  ============  ==========  ========




                                                                             Costs Capitalized
                                                                                Subsequent to
                                                       Initial Cost              Acquisition
                                                -------------------------  --------------------
                                 Encum-                      Building and  Improve-    Carrying
                                 brances           Land       Improvements   ments      Costs
                                ----------      -----------  ------------  ----------  --------
Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

    Captain D's Restaurant
        Zanesville, Ohio            -              $99,651      $390,518           -         -

    Tony Romas:
        Sandy, Utah                 -                    -       911,072           -         -
                                                -----------  ------------  ----------  --------

                                                   $99,651    $1,301,590           -         -
                                                ===========  ============  ==========  ========


Property of Joint Venture
    in Which the Partnership
    has a 53.12% Interest and
    has Invested in Under a
    Direct Financing Lease:

 Ruby Tuesday's Restaurant:
      Orlando, Florida              -                    -      $820,202           -         -
                                                ===========  ============  ==========  ========

Property in Which the Partnership
   has a 42.09% Interest as
   Tenants-in-Common and has
   Invested in Under a
    Direct Financing Lease:

    Del Taco Restaurant:
        Mesa, Arizona (j)           -                    -      $650,622           -         -
                                                ===========  ============  ==========  ========





   Net Cost Basis at Which                                                 Life on Which
   Carried at Close of Period (c)                                         Depreciation in
----------------------------------------                Date               Latest Income
               Buildings and              Accumulated  of Con-   Date      Statement is
    Land       Improvements    Total      Depreciation structionAcquired     Computed
-------------  ------------  -----------  -----------  -------  -------    ------------





    $279,665      $591,137     $870,802     $216,811    1989    03/89          (b)
     120,847       719,702      840,549      213,644    1989    03/89          (i)


     482,071       301,937      784,008      153,185    1989    04/89          (b)


     186,050       383,781      569,831      163,640    1988    03/89          (b)


     117,394       471,340      588,734      150,279    1989    02/89          (h)
      21,448       193,325      214,773       13,347    1971    05/89          (l)



     156,382       429,107      585,489      176,409    1986    09/89          (b)
     504,787       742,216    1,247,003      297,738    1989    12/89          (b)


     513,384       671,713    1,185,097       91,739    1997    11/97          (b)


     237,944       200,501      438,445       85,213    1985    03/89          (b)


     330,164       319,511      649,675      131,798    1989    05/89          (b)
     215,302       378,836      594,138      152,587    1989    08/89          (b)


     595,330            (f)     595,330           (d)   1997    12/97          (d)



     336,216       462,401      798,617      197,805    1987    02/89          (b)


     255,389       518,697      774,086      261,848    1989    03/89          (b)
-------------  ------------  -----------  -----------

  $4,352,373    $6,384,204   $10,736,577  $2,306,043
=============  ============  ===========  ===========












 Net Cost Basis at Which                                                  Life on Which
 Carried at Close of Period (c)                                          Depreciation in
----------------------------------------                Date               Latest Income
               Building and               Accumulated  of Con-   Date      Statement is
    Land       Improvements    Total      Depreciation structionAcquired     Computed
-------------  ------------  -----------  -----------  -------  -------    ------------






    $183,229      $192,857     $376,086      $77,193    1986    12/89          (b)
=============  ============  ===========  ===========







    $440,842            (f)    $440,842           (d)   1997    10/97          (d)
=============                ===========







    $875,659    $1,389,366   $2,265,025     $185,375    1994    12/97          (b)
=============  ============  ===========  ===========







    $623,496            (f)    $623,496           (d)   1998    05/98          (d)
=============                ===========













  Net Cost Basis at Which                                                  Life on Which
  Carried at Close of Period (c)                                          Depreciation In
----------------------------------------                Date               Latest Income
               Building and               Accumulated  of Con-   Date      Statement is
    Land       Improvements    Total      Depreciation structionAcquired     Computed
-------------  ------------  -----------  -----------  -------  -------    ------------





          (f)           (f)          (f)          (e)   1988    03/89          (e)


           -            (f)          (f)          (d)   1997    12/97          (d)










           -            (f)          (f)          (d)   1998    05/98          (d)







           -            (f)          (f)          (d)   1997    10/97          (d)


</TABLE>









<page>
                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


(a)      Transactions in real estate and accumulated  depreciation  during 2001,
         2000 and 1999, are summarized as follows:
<TABLE>
<CAPTION>

                                                                                               Accumulated
                                                                              Cost            Depreciation
                                                                         ----------------    -------------------

 <c>
              Properties the Partnership has Invested in Under
                Operating Leases:

                 Balance, December 31, 1998                                $ 12,555,884         $  1,895,755
                 Dispositions                                                (1,040,885  )          (140,629 )
                 Provision for write-down of assets                            (308,310  )                --
                 Depreciation expense                                                --              243,260
                                                                         ----------------    ----------------

                 Balance, December 31, 1999                                  11,206,689            1,998,386
                 Acquisition                                                     20,000                   --
                 Disposition                                                   (232,578  )          (111,062 )
                 Provision for write-down of assets                            (109,919  )                --
                 Depreciation expense                                                --              229,245
                                                                         ----------------    ----------------

                 Balance, December 31, 2000                                  10,884,192            2,116,569
                 Acquisition                                                    371,418                   --
                 Disposition                                                   (295,909  )           (40,371 )
                 Provision for write-down of assets                            (223,124  )                --
                 Depreciation expense                                                --              229,845
                                                                         ----------------    ----------------

                 Balance, December 31, 2001                                $ 10,736,577         $  2,306,043
                                                                         ================    ================

            Property of Joint Venture in Which the Partnership has a 43%
              Interest and has Invested in Under an Operating Lease:

                 Balance, December 1998                                     $   376,086          $    57,909
                 Depreciation expense                                                --                6,428
                                                                         ----------------    ----------------

                 Balance, December 31, 1999                                     376,086               64,337
                 Depreciation expense                                                --                6,428
                                                                         ----------------    ----------------

                 Balance, December 31, 2000                                     376,086               70,765
                 Depreciation expense                                                --                6,428
                                                                         ----------------    ----------------

                 Balance, December 31, 2001                                 $   376,086          $    77,193
                                                                         ================    ================



<PAGE>
                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


                                                                                               Accumulated
                                                                              Cost            Depreciation
                                                                         ----------------    ----------------

             Property of Joint Venture in Which the Partnership has a 53.12%
                 Interest and has Invested in Under an Operating Lease:

                   Balance, December 31, 1998                                   $     --            $     --
                   Acquisition                                                   623,496                  --
                   Depreciation expense (d)                                           --                  --
                                                                         ----------------    ----------------

                   Balance, December 31, 1999                                $   623,496            $     --
                   Depreciation (d)                                                   --                  --
                                                                         ----------------    ----------------

                   Balance, December 31, 2000                                    623,496                  --
                   Depreciation (d)                                                   --                  --
                                                                         ----------------    ----------------

                   Balance, December 31, 2001                                $   623,496            $     --
                                                                         ================    ================

             Property in Which the Partnership has a 42.09% Interest as
               Tenants-in-Common and has Invested in Under an Operating Lease:

                  Balance, December 31, 1998                                $  1,091,464         $    25,837
                  Depreciation Expense                                                --              21,687
                                                                         ----------------   -----------------

                  Balance, December 31, 1999                                   1,091,464              47,524
                  Depreciation expense                                                --              21,687
                                                                         ----------------   -----------------

                  Balance, December 31, 2000                                   1,091,464              69,211
                  Depreciation expense                                                --              14,699
                  Reclassification to direct financing lease                    (650,622 )           (83,910 )
                                                                         ----------------   -----------------

                  Balance, December 31, 2001                                 $   440,842            $     --
                                                                         ================   =================


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


                                                                                              Accumulated
                                                                              Cost            Depreciation
                                                                         ----------------   -----------------

            Property of in Which the Partnership has a 27.78% Interest as
              Tenants-in-Common and has Invested in Under an Operating Lease:

                 Balance, December 31, 1998                                 $  2,265,025         $    46,436
                 Depreciation expense                                                 --              46,313
                                                                         ----------------   -----------------

                 Balance, December 31, 1999                                    2,265,025              92,749
                 Depreciation expense                                                 --              46,313
                                                                         ----------------   -----------------

                 Balance, December 31, 2000                                    2,265,025             139,062
                 Depreciation expense                                                 --              46,313
                                                                         ----------------   -----------------

                 Balance, December 31, 2001                                 $  2,265,025         $   185,375
                                                                         ================   =================
</TABLE>

(b)      Depreciation  expense is computed for buildings and improvements  based
         upon estimated lives of 30 years.

(c)      As of December 31, 2001, the aggregate cost of the Properties  owned by
         the  Partnership   and  its   consolidated   joint  venture,   and  the
         unconsolidated  joint  ventures  for federal  income tax  purposes  was
         $12,376,486 and $5,175,275, respectively. All of the leases are treated
         as operating leases for federal income tax purposes.

(d)      The portion of the lease  relating to the building has been recorded as
         a direct financing lease. The cost of the building has been included in
         the net investment in direct financing leases; therefore,  depreciation
         is not applicable.

(e)      The lease for land and building has been recorded as a direct financing
         lease.  The cost of the  land and  building  has been  included  in net
         investment in direct financing leases;  therefore,  depreciation is not
         applicable.

(f)      Certain  components of the lease relating to the land and building have
         been recorded as a direct financing lease.  Accordingly,  costs related
         to these components of this lease are not shown.

(g)      The  restaurant on the Property in West  Lebanon,  New  Hampshire,  was
         converted   from  a  Ponderosa   Steakhouse   restaurant  to  a  local,
         independent restaurant in 1992.

(h)      Effective  January  1994,  the lease  for this  Property  was  amended,
         resulting in the  reclassification of the building portion of the lease
         as an operating  lease.  The building was recorded at net book value as
         of January 1, 1994, and depreciated  over its remaining  estimated life
         of approximately 25 years.

(i)      Effective  February 1994,  the lease for this Property was  terminated,
         resulting in the lease's  reclassification  as an operating  lease. The
         building was recorded at net book value as of February 1994 and will be
         depreciated  over its  remaining  estimated  life of  approximately  25
         years.


<PAGE>


                             CNL INCOME FUND V, LTD.
                         (A Florida Limited Partnership)

               NOTES TO SCHEDULE III - REAL ESTATE AND ACCUMULATED
                            DEPRECIATION - CONTINUED

                                December 31, 2001


(j)      During  the year  ended  December  31,  1997,  the  Partnership  and an
         affiliate,  as tenants-in-common,  purchased land and building from CNL
         BB Corp., an affiliate of the General  Partners,  for an aggregate cost
         of  $1,091,464.  Effective  September  15,  2001,  the  lease  for this
         Property was re-leased, resulting in a reclassification of the building
         portion of the lease as a capital lease.

(k)      The undepreciated cost of the Property in Lebanon,  New Hampshire,  was
         written down to net realizable value due to an impairment in value. The
         Partnership  recognized  the  impairments  by recording a provision for
         write-down of assets in the amount of $169,482, $122,874 and $99,022 at
         December  31,  1999,  1998  and  1997,  respectively.  The  impairments
         represented  the difference  between the Property's  carrying value and
         the General Partners' estimated net realizable value of the Property at
         December  31,  1999,  1998  and  1997,  respectively.  The  cost of the
         Property  presented  on this  schedule  is the net  amount at which the
         Property was carried at December 31, 2001, including the provisions for
         write-down of assets.

(l)      The undepreciated cost of the Property in Lawrenceville,  Georgia,  was
         written down to net realizable value due to an impairment in value. The
         Partnership  recognized  the  impairment  by recording a provision  for
         write-down  of assets in the amount  $66,479 at December 31, 2001.  The
         impairment  represented the difference between the Property's  carrying
         value and the General  Partners'  estimated net realizable value of the
         Property at December  31, 2001.  The cost of the Property  presented on
         this  schedule is the net amount at which the  Property  was carried at
         December 31, 2001, including the provision for write-down of assets.