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, 2002

                                       OR

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

                        For the transition period from to

                         Commission file number 0-19141

                             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]

         Indicate by check mark whether the registrant is an  accelerated  filer
(as defined in Exchange Act Rule 12b-2): Yes___ No 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.  As of December  31,  1999,  the  Partnership  owned 16  Properties
directly and owned five  Properties  through  joint venture or tenancy in common
arrangements.

         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.  During the
year ended  December 31, 2002,  the  Partnership  sold its  Properties in Huron,
Ohio; West Lebanon, New Hampshire; Bountiful, Utah, and Lawrenceville, Georgia.

         As of December 31, 2002, the Partnership  owned 12 Properties  directly
and held  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. 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  holds  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  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.

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 $222,800. 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 13 of the  Partnership's 16 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 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.

         Effective May 2002, the lease relating to the Property in Connorsville,
IN was amended to eliminate  guaranteed  scheduled rent  increases.  The General
Partners do not believe that the rent  reductions  will have a material  adverse
effect on the results of  operations of the  Partnership.  All other lease terms
remain unchanged.

Major Tenants

         During 2002,  three lessees,  Slaymaker  Group,  Inc., IHOP Properties,
Inc.  and  Golden  Corral  Corporation  each  contributed  more  than 10% of the
Partnership's  total rental revenues  (including the Partnership's  share of the
rental  revenues from  Properties  owned by joint ventures and Properties  owned
with affiliates of the General  Partners as  tenants-in-common).  As of December
31, 2002,  Slaymaker  Group,  Inc.,  IHOP  Properties,  Inc.  and Golden  Corral
Corporation  were each the lessee under a lease relating to one Property.  It is
anticipated  that, based on the minimum rental payments  required by the leases,
these  three  lessees  will each  continue  to  contribute  more than 10% of the
Partnership's  total  rental  revenues in 2003.  In  addition,  four  Restaurant
Chains, Golden Corral, Tony Roma's Famous For Ribs Restaurants, IHOP, and Arby's
each accounted for more than 10% of the  Partnership's  total rental revenues in
2002 (including the  Partnership's  share of the rental revenues from Properties
owned by joint  ventures and  Properties  owned with  affiliates  of the General
Partners  as  tenants-in-common).  In 2003,  it is  anticipated  that these four
Restaurant  Chains each will  continue to account for more than 10% of the total
rental  revenues to which the  Partnership  is  entitled  under the terms of the
leases. Any failure of these lessees or Restaurant Chains will 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  has  entered  into the  following  joint  venture and
tenancy in common arrangements as of December 31, 2002:
<TABLE>
<CAPTION>

         Entity Name                  Year      Ownership               Partners                   Property

 <c>
     Cocoa Joint Venture              1988       43.00 %        CNL Income Fund IV, Ltd.         Cocoa Beach, FL

     CNL Income Fund II,  Ltd.  and   1997       42.09 %        CNL Income Fund II, Ltd.         Mesa, AZ
     CNL Income  Fund V, Ltd.,
     Tenants in Common


<PAGE>




     CNL  Income  Fund,  Ltd.,  CNL   1997       27.78%        CNL Income Fund, Ltd.             Vancouver, WA
     Income  Fund  II,   Ltd.,                                 CNL Income Fund II, Ltd.
     CNL  Income  Fund V, Ltd.                                 CNL Income Fund VI, Ltd.
     and CNL  Income  Fund VI,
     Ltd., Tenants in Common

     RTO Joint Venture                1998       53.12%        CNL Income Fund III, Ltd.         Orlando, FL
</TABLE>

         Each  joint  venture  or  tenancy  in  common  was  formed  to hold one
Property.  Each CNL Income Fund is an affiliate of the General Partners and is a
limited partnership  organized pursuant to the laws of the state of Florida. The
Partnership shares management control equally with the affiliates of the General
Partners.

         The joint  venture and tenancy in common  arrangements  provide for the
Partnership and its joint venture and tenancy in common partners to share in all
costs and benefits in proportion to each  partner's  percentage  interest in the
business entity. The Partnership and its partners are also jointly and severally
liable for all debts,  obligations and other liabilities of the joint venture or
tenancy in common.  Net cash flow from  operations is  distributed to each joint
venture  or  tenancy  in  common  partner  in  accordance  with  its  respective
percentage interest in the business entity.

         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 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.  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.

         The joint  venture  and  tenancy  in common  agreements  restrict  each
party's  ability to sell,  transfer  or assign  its joint  venture or tenancy in
common interest  without first offering it for sale to its partner,  either upon
such terms and conditions as to which the parties may agree or, in the event the
parties cannot agree, on the same terms and conditions as any offer from a third
party to purchase such joint venture or tenancy in common interest.

         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

         RAI Restaurants,  Inc. (formerly known as CNL Restaurants XVIII, Inc.),
an affiliate of the General  Partners,  provided  certain  services  relating to
management  of the  Partnership  and its  Properties  pursuant  to a  management
agreement with the Partnership. CNL APF Partners, LP assigned its rights in, and
its  obligations  under,  the management  agreement with the  Partnership to RAI
Restaurants,  Inc. ("the Advisor")  effective  January 1, 2002. All of the terms
and  conditions  of the  management  agreement,  including  the payment of fees,
remained  unchanged.  Under  this  agreement,  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 had 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 property 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").  In any year in which the
Limited  Partners  have not  received  the 10%  Preferred  Return,  no  property
management fee will be paid.

         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 CNL American Properties Fund, Inc.
("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, 2002, the Partnership owned 16 Properties. Of the 16
Properties,  12 are  owned  by the  Partnership  in fee  simple,  two are  owned
indirectly  through  joint  venture  arrangements  and two are owned  indirectly
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.



<PAGE>


         The following  table lists the  Properties  owned,  either  directly or
indirectly,  by the Partnership as of December 31, 2002 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
                Illinois                                                 1
                Indiana                                                  2
                Michigan                                                 1
                Ohio                                                     1
                Texas                                                    4
                Utah                                                     1
                Washington                                               2
                                                                      -----
                TOTAL PROPERTIES                                        16
                                                                      =====

         Buildings.  Generally, each of the Properties owned, either directly or
indirectly,  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, 2002, 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, 2002, the aggregate cost of the Properties  owned by
the Partnership and unconsolidated  joint ventures  (including  Properties owned
indirectly  through  tenancy-in-common  arrangements)  for  federal  income  tax
purposes was $9,402,161 and $5,175,275, respectively.

         The following  table lists the  Properties  owned,  either  directly or
indirectly, by the Partnership as of December 31, 2002 by Restaurant Chain.

               Restaurant Chain                        Number of Properties

                Arby's                                               2
                Captain D's                                          2
                Chevy's Fresh Mex                                    1
                Del Taco                                             1
                Denny's                                              1
                Golden Corral                                        2
                IHOP                                                 1
                Pizza Hut                                            1
                Ruby Tuesday                                         1
                Taco Bell                                            1
                Tony Roma's                                          1
                Waffle House                                         1
                Wendy's                                              1
                                                                  -----
                TOTAL PROPERTIES                                    16
                                                                  =====

         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.

         As of December 31, 2002,  2001,  2000,  1999,  and 1998, the Properties
were 100%, 90%, 81%, 87%, and 88%,  occupied,  respectively.  The following is a
schedule of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>

                                 2002             2001              2000              1999                1998
                             -------------    --------------    -------------     --------------     ---------------

 <c>
Rental Revenues (1)(2)       $ 1,300,361        $ 1,476,917      $ 1,633,709        $ 1,721,252         $ 1,710,326
Properties (2)                         16                18               18                 20                  23
Average Rent per
    Property                 $    81,273          $  82,051        $  90,762          $  86,063           $  74,362
</TABLE>


(1)      Rental revenues include the Partnership's share of rental revenues from
         the Properties  owned  indirectly  through joint venture and tenancy in
         common arrangements.

(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, 2002 for each of the next ten years and thereafter.
<TABLE>
<CAPTION>

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

 <c>
              2003                             --                       --                      --
              2004                              1              $   132,151                  10.43%
              2005                             --                       --                      --
              2006                             --                       --                      --
              2007                             --                       --                      --
              2008                              5                  263,519                  20.79%
              2009                              2                  150,736                  11.89%
              2010                             --                       --                      --
              2011                              1                   57,748                   4.55%
              2012                              1                   68,296                   5.38%
              Thereafter                        6                  595,534                  46.96%
                                        ----------        -----------------           -------------
              Total                            16             $  1,267,984                 100.00%
                                        ==========        =================           =============
</TABLE>

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's major tenants as of December 31, 2002 (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 $167,500.

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

         IHOP Properties,  Inc. leases one 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 $132,200.

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.
                                     PART II


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

(a)      As of March 10, 2003,  there were 2,431 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 2002,  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, 2002,  the price paid for any Unit  transferred
pursuant to the Plan  ranged from $338 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 2002 and 2001 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>

                                            2002 (1)                                   2001 (1)
                               ------------------------------------     ---------------------------------------
                                 High          Low         Average        High          Low          Average
                               ---------    ----------    ----------    ---------    ----------     -----------

 <c>
       First Quarter              $ 278         $ 206         $ 233        $ 320         $ 170           $ 289
       Second Quarter               245           245           245          276           250             265
       Third Quarter                246           213           229          284           284             284
       Fourth Quarter               254            75           197          235           262             260
</TABLE>

(1)      A total of 443 and 218 Units were  transferred  other than  pursuant to
         the Plan for the years ended December 31, 2002 and 2001, respectively.

         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,  2002 and  2001,  the  Partnership
declared cash distributions of $3,577,572 and $3,471,032,  respectively,  to the
Limited Partners.  Distributions  during 2002 included a special distribution of
$2,150,000 as a result of the  distribution  of sales proceeds from the sales of
the Properties in Huron, Ohio; West Lebanon, New Hampshire;  Bountiful, Utah and
Lawrenceville,   Georgia.   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.  The
special distributions in 2002 and 2001 were effectively a return of a portion of
the Limited Partners'  investment;  although, in accordance with the Partnership
agreement, $979,322 and $1,336,152,  respectively,  were applied towards the 10%
Preferred  Return,  on a cummulative  basis,  and the balance of $1,170,678  and
$413,848,  respectively,  were  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.  As a result of the sales of Properties  during 2002 and 2001,  the
Partnership's  total revenues were reduced during 2002 and 2001 and are 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  quarters  ended  March  2001  and  2002.  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.
<TABLE>
<CAPTION>

                          Quarter Ended                            2002                2001
                     -------------------------                ---------------     ----------------

 <c>
                     March 31                                    $ 1,512,606          $ 2,180,258
                     June 30                                       1,362,501              430,258
                     September 30                                    351,233              430,258
                     December 31                                     351,232              430,258
</TABLE>

         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>

                                            2002             2001              2000             1999              1998
                                        -------------    --------------    -------------    --------------    -------------

 <c>
Year ended December 31:
Continuing Operations (3):
  Revenues                                $ 1,083,885       $1,322,811       $1,358,207        $1,416,552       $1,659,170
  Equity in earnings of joint
     ventures                                 198,037          157,935          151,430           337,698          173,941
  Income from continuing
     operations (1)                         1,440,193        1,008,021          861,023         1,324,029        1,433,069

  Discontinued Operations (3):
     Revenues                                  11,100           95,046          120,828           123,898          124,107
     Income (loss) from
      discontinued operations (4)             182,258          (62,048  )       108,547           111,617          111,826

   Net income                               1,622,451          945,973          969,570         1,435,646        1,544,895

   Net income (loss) per Unit:
   Continuing operations                     $  28.80         $  20.16        $   17.22         $   25.99        $   28.17
   Discontinued operations                       3.65            (1.24  )          2.17              2.72             2.73
                                        -------------    --------------    -------------    --------------    -------------
       Total                                 $  32.45         $  18.92        $   19.39         $   28.71        $   30.90
                                        =============    ==============    =============    ==============    =============

   Cash distributions declared (2)        $ 3,577,572       $3,471,032       $2,375,000        $2,000,000       $3,838,327

   Cash distributions
     declared per Unit (2)                      71.55            69.42            47.50             40.00            76.77

   At December 31:
   Total assets                           $10,369,047      $12,306,054      $14,848,256       $16,680,780      $17,135,485
   Total partners' capital                  9,777,138       11,732,259       14,257,318        15,662,748       16,227,102
</TABLE>

(1)      Income from  continuing  operations  for the years ended  December  31,
         2002, 2001, 2000, 1999 and 1998 includes $571,759,  $171,130,  $15,088,
         $396,066 and $469,613,  respectively, from gains on sale of assets. For
         the years ended  December 31, 2001,  2000,  1999 and 1998,  income from
         continuing  operations  includes  $156,643,   $142,373,   $308,310  and
         $403,157 for provisions  for  write-down of assets.  For the year ended
         December 31, 2000 income from  continuing  operations  includes  $9,763
         from gain on dissolution of consolidated joint venture and for the year
         ended December 31, 1998 includes $25,500 for a loss on sale of assets.

(2)      Distributions  for the years ended  December  31,  2002,  2001 and 2000
         included  special  distributions to the Limited Partners of $2,150,000,
         $1,750,000 and $500,000, respectively. Distributions for the year ended
         December  31,  1998  include  a  special  distribution  to the  Limited
         Partners of $1,838,327.

(3)      Income from  discontinued  operations  for the year ended  December 31,
         2002  includes  $193,496  in gains from sales of  assets.  Income  from
         discontinued operations for the year ended December 31, 2001 includes a
         provision for write-down of assets of $134,726.

(4)      Certain  items in the  prior  years'  financial  statements  have  been
         reclassified to conform to 2002 presentation.  These  reclassifications
         had no effect on net  income.  The  results of  operations  relating to
         Properties  that were either disposed of or were classified as held for
         sale as of December 31, 2002 are reported as  discontinued  operations.
         The results of operations  relating to Properties  that were identified
         for sale as of December 31, 2001 but sold  subsequently are reported as
         continuing operations.

         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.  The
leases  provide  for  minimum  base annual  rental  amounts  (payable in monthly
installments)  ranging from approximately  $42,000 to $222,800.  The majority of
the leases  provide that,  commencing in specified  lease years  (generally  the
sixth lease year),  the annual base rent  required  under the terms of the lease
will increase.  As of December 31, 2001 and 2000, the Partnership directly owned
16 and 17 Properties, respectively, and owned four Properties indirectly through
joint venture or tenancy in common  arrangements.  As of December 31, 2002,  the
Partnership owned 12 Properties directly and four Properties  indirectly through
joint venture or tenancy in common arrangements.

Capital Resources

         For the years ended December 31, 2002,  2001, and 2000, the Partnership
generated  cash  from  operating  activities  of  $1,049,272,   $1,365,832,  and
$904,073,  respectively.  The decrease in cash from operating  activities during
2002 and the  increase in 2001,  each as compared to the  previous  year,  was a
result of changes  in income  and  expenses  and  changes  in the  Partnership's
working capital during each of the respective years.

         Other sources and uses of cash included the following  during the years
ended December 31, 2002, 2001, and 2000.

         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 $136,034 relating to this Property.
During  2001,  the  Partnership  distributed  the amount  collected as a special
distribution to the Limited Partners.

         During the year ended  December 31,  1999,  the  Partnership  collected
$1,043,770  representing the outstanding  balance of a promissory note issued in
connection  with the 1996 sale of a Property in St. Cloud Florida.  During 2000,
the  Partnership  distributed  $500,000  of the  amount  collected  as a special
distribution  to the Limited  Partners,  and the majority of the  remaining  net
sales proceeds were distributed in 2001.

         During 2000, the Partnership  and the joint venture partner  liquidated
Halls Joint  Venture,  whose  Property  was sold during  1999.  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.

         During  2000,  the  Partnership  contributed  $91,851  to Duluth  Joint
Venture to pay for  construction  costs. The joint venture had been organized in
the previous year with affiliates of the General  Partners to construct and hold
one restaurant Property.  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.

         In March 2000, the Partnership sold its Property in Belding,  Michigan,
to a third party, 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.

         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, then, 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 a 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  because the tenant  terminated the lease with
the  Partnership.  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 majority of the net sales  proceeds to the Limited
Partners.

         During 2001,  the  Partnership  collected  the  outstanding  balance of
$4,401  relating to the  promissory  note that was issued in 1997 in  connection
with Properties in Connorsville and Richmond, Indiana.

         During 2002, the Partnership  sold its Properties in Huron,  Ohio, West
Lebanon,  New  Hampshire  and  Bountiful,  Utah and received net sales  proceeds
aggregating approximately $1,902,800. The Partnership recorded gains aggregating
approximately  $571,700  relating  to the sale of these  Properties.  Since  the
Partnership  had recorded  provisions for write-down of assets in previous years
relating to the Property in Huron,  Ohio because the tenant terminated its lease
in 2001,  no gain or loss was recorded on the sale.  In addition,  in June 2002,
the Partnership  sold its Property in  Lawrenceville,  Georgia to the tenant and
received  net sales  proceeds of  $847,000,  resulting  in a gain on disposal of
discontinued  operations of  approximately  $193,500.  In connection  with these
sales,  the  Partnership  incurred  deferred,  real estate  disposition  fees of
$83,430.  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  used the majority of the net
sales proceeds to pay special  distributions to the Limited  Partners,  and used
the remaining funds to pay Partnership liabilities.

         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 and any net
sales proceeds from the sale of Properties, 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,
2002, the  Partnership had $456,266  invested in such short-term  investments as
compared  to  $313,783  at  December  31,  2001.  The  increase in cash and cash
equivalents  during 2002, as compared to 2001,  was primarily  attributable  the
Partnership  still holding a portion of the net sales  proceeds it received from
the sale of the Properties described above. As of December 31, 2002, the average
interest rate earned on the rental income  deposited in demand deposit  accounts
at commercial banks was approximately one percent annually.  The funds remaining
at December 31, 2002, after payment of distributions and other liabilities, will
be used to meet the Partnership's working capital needs.

Short-Term Liquidity

         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
net cash flow in excess of operating expenses.

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

         The General  Partners have the right,  but not the obligation,  to make
additional capital  contributions if they deem it appropriate in connection with
the operations of the Partnership.

         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 cash from operating activities, and for the years
ended December 31, 2002, 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 $3,577,572, $3,471,032, and $2,375,000 for the years ended December 31, 2002,
2001 and 2000, respectively. This represents distributions of $71.55, $69.42 and
$47.50  per  Unit for the  years  ended  December  31,  2002,  2001,  and  2000,
respectively.  Distributions  during  2002  included a special  distribution  of
$2,150,000 as a result of the  distribution  of sales proceeds from the sales of
the   Properties  in  West  Lebanon,   New   Hampshire;   Bountiful,   Utah  and
Lawrenceville,   Georgia.   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  distributions  in 2002 and 2001 were  effectively  a
return of a portion of the Limited Partners' investment; although, in accordance
with the Partnership agreement, $979,322 and $1,336,152 were applied towards the
10% Preferred Return, on a cummulative  basis, and the balance of $1,170,678 and
$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 years ended December 31, 2002 and 2001.

         As of December  31, 2002 and 2001,  the  Partnership  owed  $10,161 and
$4,885, respectively,  to affiliates for accounting and administrative services.
As of March 15, 2003,  the  Partnership  had reimbursed the affiliates for these
amounts. In addition, during 2002 and 2001, the Partnership incurred $83,430 and
$9,750,  respectively,  in real estate disposition fees due to an affiliate as a
result of its services in  connection  with the sale of four  Properties in 2002
and the sale of one  Property  in 2001.  As of December  31, 2002 and 2001,  the
Partnership  owed $ $197,130 and $113,700  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 $384,618 at December 31, 2002,  from $455,210 at December 31, 2001,
primarily due to a decrease in  distributions  payable.  Liabilities at December
31, 2002 to the extent they exceed cash and cash  equivalents  will be paid from
anticipated future cash from operating activities.

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 the  Partnership's  Properties  and  investments in
unconsolidated  entities  periodically  for  impairment  at least once a year or
whenever events or changes in circumstances indicate that the carrying amount of
an asset may not be recoverable.  The assessment is based on the carrying amount
of the  Property  or  investment  at the date it is  tested  for  recoverability
compared to the sum of the estimated  future cash flows  expected to result from
its operation and sale through the expected holding period.  If an impairment is
indicated, the asset is adjusted to its estimated fair value.

         When the Partnership makes the decision to sell or commits to a plan to
sell a  Property  within  one  year,  its  operating  results  are  reported  as
discontinued operations.

Results of Operations

Comparison of year ended December 31, 2002 to year ended December 31, 2001

         Total rental  revenues were  $1,011,861  during the year ended December
31, 2002 as compared to $1,113,780 for the same period of 2001.  Rental revenues
were  lower in 2002 due to the  sale of  Properties,  as  described  above.  The
Partnership  used the majority of the net sales  proceeds from the sale of these
Properties to make distributions to the Limited Partners. The decrease in rental
revenues during 2002 is also partially  attributable to the fact that the tenant
of the Property in Livingston,  Texas is experiencing financial difficulties and
has ceased making rental payments to the Partnership.

         The Partnership also earned $60,443 in contingent rental income for the
year ended December 31, 2002 as compared to $94,469 for the same period of 2001.
The decrease in contingent  rental income  during 2002 was  attributable  to the
sale of  Properties,  and to a decrease  in gross  sales of  certain  restaurant
Properties, the leases of which require the payment of contingent rent.

         During the year ended  December 31, 2001,  the  Partnership  recognized
$52,676 and $13,373 in lease  termination  income from the former tenants of the
Properties in Huron, Ohio and Livingston,  Texas, respectively, as consideration
for the Partnership  releasing the former tenants from their  obligations  under
the terms of their respective  lease. The tenant of the Property in Huron,  Ohio
also paid all outstanding rent receivables. No such lease termination income was
recognized during the year ended December 31, 2002.

         During the year ended  December 31, 2002, the  Partnership  also earned
$11,581 as compared to $48,513 for the same period of 2001 in interest and other
income.  The decrease in interest and other income during 2002 was  attributable
to a  decrease  in the  average  cash  balance  due to the  payment of a special
distribution of $2,150,000 of net sales proceeds to the Limited  Partners during
2002 and due to a decline in interest rates.

         For the year ended December 31, 2002, the  Partnership  earned $198,037
as  compared  to $157,935  during the same  period of 2001  attributable  to net
income earned by joint ventures in which the  Partnership is a co-venturer.  The
increase in net income earned by joint ventures  during 2002, as compared to the
same period in 2001, was primarily attributable 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 in September 2001 with terms  substantially the
same as the Partnership's  other leases.  The former tenant of the Property,  in
which the Partnership  owns an approximate 42% interest with an affiliate of the
General Partners, as tenants-in-common,  had filed for bankruptcy in 1998 and in
June 2000 had rejected the lease.

         During  the  year  ended  December  31,  2002,  three  lessees  of  the
Partnership,   Slaymaker  Group,   Inc.,  Golden  Corral  Corporation  and  IHOP
Properties,  Inc.  each  contributed  more than 10% of the  Partnership's  total
rental revenues  (including the Partnership's  share of the rental revenues from
Properties  owned by  unconsolidated  joint ventures and  Properties  owned with
affiliates  of the General  Partners as  tenants-in-common).  As of December 31,
2002,  Slaymaker Group, Inc., Golden Corral Corporation and IHOP Properties Inc.
were each the lessee under a lease  relating to one Property.  It is anticipated
that, based on the minimum rental payments  required by the leases,  these three
lessees  will each  continue to  contribute  more than 10% of the  Partnership's
total rental revenues during 2003. In addition,  four Restaurant Chains,  Golden
Corral, Tony Roma's Famous for Ribs Restaurants,  IHOP and Arby's each accounted
for  more  than 10% of the  Partnership's  total  rental  revenues  during  2002
(including the Partnership's  share of the rental revenues 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 four
Restaurant  Chains each will  continue to account for more than 10% of the total
rental  revenues to which the  Partnership  is  entitled  under the terms of the
leases. Any failure of these lessees or Restaurant Chains will 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  expense and provision for
write-down  of assets,  were  $413,488  for the year ended  December 31, 2002 as
compared to $643,855 for the same period of 2001. Operating expenses were higher
in 2001 because the  Partnership  recorded a provision for  write-down of assets
for the  Property  in Huron,  Ohio  amounting  to  approximately  $156,000.  The
provision  represented  the  difference  between the net  carrying  value of the
Property and its estimated fair value.

         In addition, operating expenses were higher during 2001 due to the fact
that the Partnership incurred certain expenses, such as repairs and maintenance,
insurance  and real estate  taxes,  as a result of the tenant of the Property in
West Lebanon,  New Hampshire  defaulting under the terms of its lease and due to
the tenant of the  Property in Huron,  Ohio  terminating  its lease.  In January
2002,  the  Partnership  sold these  Properties.  During 2002,  the  Partnership
incurred Property expenses, such as repairs and maintenance,  insurance and real
estate  taxes,  as a result of the  tenant  of the  Property  in  Lawrenceville,
Georgia  defaulting  under the terms of its  lease.  The  Partnership  sold this
Property in June 2002. The Partnership will not incur expenses relating to these
Properties in the future.

         The decrease in operating  expenses  during the year ended  December 31
2002,  as  compared  to the same  period of 2001,  was also  partially  due to a
decrease in the costs  incurred for  administrative  expenses for  servicing the
Partnership and its Properties and due to lower depreciation expense during 2002
as a result of the sale of four Properties, as described above.

         Effective  January  1,  2002,  the  Partnership  adopted  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  statement  also  requires  that the results of operations of a
component of an entity that either has been disposed of or is classified as held
for sale be reported as a  discontinued  operation if the disposal  activity was
initiated subsequent to the adoption of the Standard.

         As a  result  of the  sale  of the  Properties  in  West  Lebanon,  New
Hampshire and  Bountiful,  Utah,  during the year ended  December 31, 2002,  the
Partnership  recognized  gains of $571,759.  These Properties were identified as
held for sale as of December  31,  2001.  In 2001,  the  Partnership  recognized
approximately  $136,000 in gains from  Properties  sold in 1995 and 1996,  which
were accounted for using the installment  sales method,  as described  below. In
addition, the Partnership sold the Property in Daleville, Indiana and recognized
approximately $35,000 in gains during 2001.

         During 2002,  the  Partnership  identified and sold a Property that met
the criteria of this standard and was classified as  Discontinued  Operations in
the accompanying  financial statements.  During 2002, the Partnership recorded a
provision  for  write-down  of assets in the amount of $134,726  relating to the
Property in  Lawrenceville,  Georgia.  The provision  represented the difference
between the net carrying value of the Property and its estimated fair value. The
tenant  exercised  its option to purchase  the  Property  under the terms of the
lease and the proceeds from the sale were distributed to the Limited Partners as
a special distribution.

Comparison of year ended December 31, 2001 to year ended December 31, 2000

         Total rental  revenues were  $1,113,780  during the year ended December
31, 2001 as compared to $1,140,869  for the same period of 2000. The decrease in
rental  revenues during 2001, as compared to 2000, was primarily due to the fact
that during 2001 the tenant of the Property in Huron, Ohio experienced financial
difficulties and ceased making rental payments to the Partnership.  As a result,
the Partnership stopped recording rental revenues relating to this Property. The
Partnership sold this Property during 2002.

         During  2001 and 2000,  the  Partnership  did not  receive  any  rental
revenues  from  the  Properties  in  Belding,  Michigan  and West  Lebanon,  New
Hampshire  because the tenants ceased  restaurant  operations 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.

         The Partnership also earned $94,469 in contingent rental income for the
year ended December 31, 2001 as compared to $62,656 for the same period of 2000.
The increase in contingent rental income during 2001 was primarily  attributable
to an increase in gross sales of certain  restaurant  Properties,  the leases of
which require the payment of contingent rent.

         During the year ended  December 31, 2001,  the  Partnership  recognized
$66,049 in lease termination  income as a result of releasing two former tenants
from their obligations under the terms of their respective  leases, as described
above.

         During the year ended  December 31, 2001, the  Partnership  also earned
$48,513 as  compared to  $154,682  for the same  period of 2000 in interest  and
other  income.  Interest  and other  income was lower  during  2001  because the
Partnership  collected the outstanding  balance of the mortgage note relating to
the sale of the Property in Myrtle Beach, South Carolina during 2001.

         In addition,  for the year ended  December 31,  2001,  the  Partnership
earned  $157,935  as  compared  to  $151,430  during  the  same  period  of 2000
attributable  to net income earned by joint ventures in which the Partnership is
a co-venturer.

         Operating expenses,  including  depreciation  expense and provision for
write-down  of assets,  were  $643,855  for the year ended  December 31, 2001 as
compared to $719,183 for the same period of 2000.  Property expenses were higher
in 2000 because 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 a third  party.  The
Partnership  sold the  Property in  Daleville,  Indiana and the Property in West
Lebanon,  New Hampshire  during 2001 and 2002. The Partnership did not incur any
additional  expenses  relating  to  these  Properties  after  the  sale  of  the
Properties  occurred.   In  2001,  the  Partnership  recorded  a  provision  for
write-down of assets of $156,643  relating to a vacant  Property.  The provision
represented  the difference  between the net carrying value at December 31, 2001
and its estimated fair value. During 2000, the Partnership  recorded a provision
for  write-down  of assets of $109,919  relating to the  Property in  Daleville,
Indiana.  In addition,  during 2000,  the  Partnership  recorded a provision for
write-down of assets of $32,454 relating to the 2000 dissolution of CNL/Longacre
Joint Venture.

         The  Partnership  incurred  $24,443  during 2000 in  transaction  costs
related to the General Partners retaining financial and legal advisors to assist
them in evaluating and negotiating the terminated merger with APF.

         In connection  with the sale of its  Properties in Myrtle Beach,  South
Carolina  and St.  Cloud,  Florida  during  1995  and  1996,  respectively,  the
Partnership  recognized  gains of  $136,034  and $1,269  during the years  ended
December 31, 2001 and 2000, respectively.  The Partnership recorded the sales of
the Properties  using the  installment  sales method.  As such, the gains on the
sales were deferred,  and were recognized as income  proportionately as payments
under the mortgage notes were collected.  The gains recognized  during 2001 were
due to the fact that during the year ended  December  31,  2001 the  Partnership
collected the outstanding  balances of the mortgage note collateralized by these
Properties.  In addition,  as a result of the sale of the Property in Daleville,
Indiana and the  dissolution  of CNL Longacre  Joint  Venture,  the  Partnership
recognized  a gain of $35,096 and $9,763,  respectively,  during the years ended
December  31,  2001  and  2000.  In  addition,  as  a  result  of  the  sale  of
Partnership's  interest in Duluth Joint Venture,  the  Partnership  recognized a
gain of $13,819 during 2000.

         The  restaurant  industry  has been  relatively  resilient  during this
volatile time with steady performance during 2002. However, the industry remains
in a state of cautious optimism.  Restaurant  operators expect their business to
be better in 2003,  according to a nationwide  survey  conducted by the National
Restaurant  Association,   but  are  concerned  by  the  budget  deficits  being
experienced  by many states and the  potential  of new taxes on the  industry to
alleviate the situation.

         The  Partnership's  leases as of December  31,  2002,  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 January  2003,  FASB issued FASB  Interpretation  No. 46 ("FIN 46"),
"Consolidation  of Variable  Interest  Entities"  to expand upon and  strengthen
existing  accounting  guidance that  addresses when a company should include the
assets,   liabilities   and  activities  of  another  entity  in  its  financial
statements.  To improve financial  reporting by companies involved with variable
interest  entities (more  commonly  referred to as  special-purpose  entities or
off-balance sheet  structures),  FIN 46 requires that a variable interest entity
be considered by a company if that company is subject to a majority risk of loss
from the variable interest entity's activities or entitled to receive a majority
of the entity's  residual returns or both. Prior to FIN 46, a company  generally
included  another entity in its  consolidated  financial  statements  only if it
controlled  the entity  through  voting  interests.  Consolidation  of  variable
interests  entities will provide more complete  information about the resources,
obligations,   risks  and  opportunities  of  the  consolidated   company.   The
consolidation  requirements  of FIN 46 apply  immediately  to variable  interest
entities  created  after  January 31, 2003,  and to older  entities in the first
fiscal year or interim period beginning after June 15, 2003. Management believes
adoption  of this  standard  may result in either  consolidation  or  additional
disclosure  requirements with respect to the Partnership's  unconsolidated joint
ventures  or  Properties  held  with  affiliates  of  the  General  Partners  as
tenants-in-common,  which are currently  accounted for under the equity  method.
However,  such  consolidation  is  not  expected  to  significantly  impact  the
Partnership's results of operations.


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                     18

Financial Statements:

     Balance Sheets                                                    19

     Statements of Income                                              20

     Statements of Partners' Capital                                   21

     Statements of Cash Flows                                       22-23

     Notes to Financial Statements                                  24-36







<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, 2002 and 2001,  and the results of its  operations
and its cash flows for each of the three years in the period ended  December 31,
2002 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 15(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.

As  described in Note 1 to the  financial  statements,  on January 1, 2002,  the
Partnership   adopted  Statement  of  Financial   Accounting  Standard  No.  144
"Accounting for the Impairment or Disposal of Long-Lived Assets."




/s/ PricewaterhouseCoopers LLP

Orlando, Florida
January 31, 2003



<PAGE>

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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>

                                                                                      December 31,
                                                                              2002                     2001
                                                                       -------------------      -------------------

 <c>
                          ASSETS

Real estate properties with operating leases, net                           $   6,389,697              $ 7,799,714
Net investment in direct financing leases                                       1,196,659                1,228,690
Real estate held for sale                                                              --                  630,820
Investment in joint ventures                                                    1,933,290                1,930,836
Cash and cash equivalents                                                         456,266                  313,783
Receivables, less allowance for doubtful accounts of
     $8,040 and $35,317, respectively                                              25,233                   48,750
Accrued rental income                                                             362,640                  349,296
Other assets                                                                        5,262                    4,165
                                                                       -------------------      -------------------

                                                                            $  10,369,047             $ 12,306,054
                                                                       ===================      ===================

             LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                             $     10,324               $   10,873
Real estate taxes payable                                                           6,935                    9,496
Distributions payable                                                             351,233                  430,258
Due to related parties                                                            207,291                  118,585
Rents paid in advance and deposits                                                 16,126                    4,583
                                                                       -------------------      -------------------
        Total liabilities                                                         591,909                 573,795

Partners' capital                                                               9,777,138               11,732,259
                                                                       -------------------      -------------------


                                                                            $  10,369,047             $ 12,306,054
                                                                       ===================      ===================

</TABLE>

                 See accompanying notes to finacial statements.
<PAGE>


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

                              STATEMENTS OF INCOME

<TABLE>
<CAPTION>


                                                                                 Year Ended December 31,
                                                                              2002                 2001              2000
                                                                         ----------------    -----------------  ----------------

 <c>
Revenues:
     Rental income from operating leases                                     $   879,387         $    974,888        $  957,825
     Earned income from direct financing leases                                  132,474              138,892           183,044
     Contingent rental income                                                     60,443               94,469            62,656
     Lease termination income                                                         --               66,049                --
     Interest and other income                                                    11,581               48,513           154,682
                                                                         ----------------    -----------------  ----------------

                                                                               1,083,885            1,322,811         1,358,207
                                                                         ----------------    -----------------  ----------------

Expenses:
     General operating and administrative                                        190,276              207,420           192,321
     Property expenses                                                            34,928               61,363           135,701
     State and other taxes                                                         9,806                  545             7,381
     Depreciation                                                                178,478              217,884           216,964
     Provision for write-down of assets                                               --              156,643           142,373
     Transaction costs                                                                --                   --            24,443
                                                                         ----------------    -----------------  ----------------

                                                                                 413,488              643,855           719,183
                                                                         ----------------    -----------------  ----------------

Income Before Gain on Sale of Assets, Minority Interest in Loss of
     Consolidated Joint Venture and Equity in Earnings of
     Unconsolidated Joint Ventures                                               670,397              678,956           639,024

Gain on Sale of Assets                                                           571,759              171,130            24,851

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

Equity in Earnings of Unconsolidated Joint Ventures                              198,037              157,935           151,430
                                                                         ----------------    -----------------  ----------------


Income from Continuing Operations                                              1,440,193            1,008,021           861,023
                                                                         ----------------    -----------------  ----------------

Discontinued Operations (Note 5 )
     Income (Loss) from discontinued operations                                  (11,238  )           (62,048  )        108,547
     Gain on disposal of discontinued operations                                 193,496                   --                --
                                                                         ----------------    -----------------  ----------------

                                                                                 182,258              (62,048  )        108,547
                                                                         ----------------    -----------------  ----------------


Net Income                                                                  $  1,622,451         $    945,973       $   969,570
                                                                         ================    =================  ================


Income (Loss) per Limited Partner Unit:
     Continuing Operations                                                    $    28.80          $     20.16        $    17.22
     Discontinued Operations                                                        3.65                (1.24  )           2.17
                                                                         ----------------    -----------------  ----------------

     Total                                                                    $    32.45          $     18.92        $    19.39
                                                                         ================    =================  ================

Weighted Average Number of Limited Partner Units Outstanding                      50,000               50,000            50,000
                                                                         ================    =================  ================
</TABLE>

                See accompanying notes to financial statements.


<PAGE>

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

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>

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

 <c>

Balance, December 31, 1999        $    343,200   $   170,826    $  25,000,000   $ (25,606,567 ) $  18,620,289   $ (2,865,000 )

    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     (2,865,000 )

    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     (2,865,000 )

    Distributions to limited
       partners ($71.55 per
       limited partner  unit)               --            --       (1,170,678 )    (2,406,894 )            --             --
    Net income                              --            --               --              --       1,622,451             --
                                 --------------  ------------   -------------   --------------  -------------   ---------------

Balance, December 31, 2002        $    343,200   $   170,826    $  23,415,474   $ (33,445,645 ) $  22,158,283   $ (2,865,000 )
                                 ==============  ============   ==============  ==============  ==============  =============





   Total
 -----------


  $15,662,748



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


   14,257,318



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

   11,732,259



   (3,577,572 )
    1,622,451
  ------------

   $9,777,138
  ============

</TABLE>
                See accompanying notes to financial statements.

<PAGE>


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

                            STATEMENTS OF CASH FLOWS
<TABLE>
<CAPTION>

                                                                                Year Ended December 31,
                                                                  2002                 2001                 2000
                                                            -----------------    -----------------    -----------------

 <c>

      Increase (Decrease) in Cash and Cash
          Equivalents:

         Cash Flows from Operating Activities:
             Net income                                       $    1,622,451         $    945,973        $     969,570
                                                            -----------------    -----------------    -----------------
             Adjustments to reconcile net income to net
                cash provided by operating activities:
                    Depreciation                                     181,293              229,845              229,245
                    Amortization of  net investment
                      in direct financing leases                      32,031               27,765               43,093
                    Minority interest in loss of
                      consolidated joint venture                          --                   --              (45,718 )
                    Equity in earnings (loss) of
                      joint ventures, net of                          (2,454 )              9,024               38,465
                      distributions
                    Gain on sale of assets                          (765,255 )           (171,130 )            (24,851 )
                    Provisions for write-down of                          --              291,369              142,373
                      assets
                    Decrease (increase) in accrued
                      interest on mortgage note                           --               16,866               (8,350 )
                      receivable
                    Decrease (increase) in receivables                22,961              102,431              (95,673 )
                    Decrease (increase) in other                      (1,097 )             (1,355 )              1,648
                      assets
                    Increase in accrued rental income                (54,367 )            (65,305 )            (52,148 )
                    Decrease in accounts payable and
                      escrowed real estate taxes                      (3,110 )            (20,825 )            (45,865 )
                      payable
                    Increase (decrease) in due to
                      related parties                                  5,276                1,700             (246,731 )
                    Increase (decrease) in rents paid
                      in advance and deposits                         11,543                 (526 )               (985 )
                                                            -----------------    -----------------    -----------------

                         Total adjustments                          (573,179 )            419,859              (65,497 )
                                                            -----------------    -----------------    -----------------

      Net Cash Provided by Operating
           Activities                                              1,049,272            1,365,832              904,073

      Cash Flows from Investing Activities:
         Proceeds from sale of real estate properties              2,749,808              300,386              126,947
         Additions  to  real  estate  properties  with
             operating leases                                             --                   --              (20,000 )
         Liquidating distribution from joint venture                      --                   --              662,195
         Investment in joint ventures                                     --                   --              (91,851 )
         Collections on mortgage notes receivable                         --              987,881                9,215
                                                            -----------------    -----------------    -----------------

             Net cash provided by investing activities             2,749,808            1,288,267              686,506

      Cash Flows from Financing Activities:
         Distributions to limited partners                        (3,656,597 )         (3,478,274 )         (2,437,500 )
                                                            -----------------    -----------------    -----------------

             Net cash used in financing activities                (3,656,597 )         (3,478,274 )         (2,437,500 )

      Net Increase (Decrease) in Cash and Cash
            Equivalents                                              142,483             (824,175 )           (846,921 )

      Cash and Cash Equivalents at Beginning of Year                 313,783            1,137,958            1,984,879
                                                            -----------------    -----------------    -----------------

      Cash and Cash Equivalents at End of Year                 $     456,266        $     313,783       $    1,137,958
                                                            =================    =================    =================


</TABLE>
                See accompanying notes to financial statements.

<PAGE>


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

                      STATEMENTS OF CASH FLOWS - CONTINUED

<TABLE>
<CAPTION>

                                                                               Year Ended December 31,
                                                                      2002               2001              2000
                                                                 ---------------    ---------------    --------------

 <c>
    Supplemental Schedule of Non-Cash Investing and
      Financing Activities:

      Deferred real estate disposition fees incurred
         and unpaid at end of year                                   $   83,430          $   9,750         $   4,050
                                                                 ===============    ===============    ==============

      Distributions declared and unpaid at
         December 31                                                 $  351,233          $ 430,258         $ 437,500
                                                                 ===============    ===============    ==============
</TABLE>
                See accompanying notes to financial statements.


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


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
         acquisitions of real estate properties at cost,  including  acquisition
         and closing costs. Real estate properties 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.
         During  the years  ended  December  2002,  2001 and 2000  tenants  paid
         directly  to real estate  taxing  authorities  approximately  $165,200,
         $166,800 and $173,800 in real estate taxes in accordance with the terms
         of their triple net leases with the Partnership.

         The leases of the  Partnership  provide for base minimum  annual rental
         payments payable in monthly installments.  In addition,  certain leases
         provide for  contingent  rental  revenues  based on the tenants'  gross
         sales in  excess  of a  specified  threshold.  The  Partnership  defers
         recognition  of  the  contingent  rental  revenues  until  the  defined
         thresholds  are met.  The leases  are  accounted  for using  either the
         direct financing or the operating  methods.  Such methods are described
         below:

                  Direct  financing  method - 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).  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.  For the leases  classified  as direct  financing
                  leases,  the  building  portions  of the  property  leases are
                  accounted  for as  direct  financing  leases  while  the  land
                  portion of some of the leases are operating leases.

                  Operating  method - Property  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.

                  Accrued  rental  income  represents  the  aggregate  amount of
                  income  recognized  on a  straight-line  basis  in  excess  of
                  scheduled rental payments to date.

         Substantially all leases are for 15 to 20 years and provide for minimum
         and contingent  rentals.  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.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


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

         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 estimated fair value.

         When the  collection of amounts  recorded as rental or other income are
         considered  to be  doubtful,  a  provision  is  made  to  increase  the
         allowance for doubtful accounts. 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 2000, the Partnership  accounted for its 66.5% percent
         interest in such joint venture using the consolidation method. Minority
         interest represents the minority joint venture partner's  proportionate
         share of the equity in the  Partnership's  consolidated  joint venture.
         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 represent a reduction
         of  Partnership  equity and a reduction in the basis of each  partner's
         investment.


<PAGE>


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

                          NOTES TO FINANCIAL STATEMENTS

                  Years Ended December 31, 2002, 2001, and 2000


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

         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.

         Reclassification   -  Certain  items  in  the  prior  years'  financial
         statements  have been  reclassified  to conform  to 2002  presentation,
         including a change in  presentation of the statement of cash flows from
         the  direct to the  indirect  method.  These  reclassifications  had no
         effect on partners capital, net income or cash flows.

         Statement  of  Financial  Accounting  Standards  No. 144 ("FAS  144") -
         Effective  January  1,  2002,  the  Partnership  adopted  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  statement  also  requires  that the
         results of  operations of a component of an entity that either has been
         disposed  of or is  classified  as  held  for  sale  be  reported  as a
         discontinued   operation  if  the  disposal   activity  was   initiated
         subsequent to the adoption of the Standard.

         FASB  Interpretation  No. 46 ("FIN 46") - In January 2003,  FASB issued
         FASB  Interpretation  No. 46 ("FIN  46"),  "Consolidation  of  Variable
         Interest  Entities" to expand upon and strengthen  existing  accounting
         guidance  that  addresses  when a company  should  include  the assets,
         liabilities   and   activities  of  another  entity  in  its  financial
         statements.  To improve financial  reporting by companies involved with
         variable    interest   entities   (more   commonly   referred   to   as
         special-purpose  entities  or  off-balance  sheet  structures),  FIN 46
         requires that a variable  interest entity be considered by a company if
         that  company is subject to a majority  risk of loss from the  variable
         interest  entity's  activities or entitled to receive a majority of the
         entity's residual returns or both. Prior to FIN 46, a company generally
         included another entity in its consolidated  financial  statements only
         if it controlled the entity through voting interests.  Consolidation of
         variable  interests  entities  will provide more  complete  information
         about  the  resources,  obligations,  risks  and  opportunities  of the
         consolidated  company.  The consolidation  requirements of FIN 46 apply
         immediately  to variable  interest  entities  created after January 31,
         2003,  and to older entities in the first fiscal year or interim period
         beginning  after June 15, 2003.  Management  believes  adoption of this
         standard may result in either  consolidation  or additional  disclosure
         requirements  with respect to the  Partnership's  unconsolidated  joint
         ventures or properties held with affiliates of the general  partners as
         tenants-in-common,  which are currently  accounted for under the equity
         method.  However,  such  consolidation is not expected to significantly
         impact the Partnership's results of operations.



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


2.       Real Estate Properties with Operating Leases:
         --------------------------------------------

         Real estate properties with operating leases consisted of the following
         at December 31:
<TABLE>
<CAPTION>

                                                                    2002                   2001
                                                             --------------------   --------------------

 <c>
                 Land                                               $  3,263,305           $  3,870,305
                 Buildings                                             5,050,733              6,082,265
                                                             --------------------   --------------------
                                                                       8,314,038              9,952,570

                 Less accumulated depreciation                        (1,924,341 )           (2,152,856 )
                                                             --------------------   --------------------

                                                                    $  6,389,697           $  7,799,714
                                                             ====================   ====================
</TABLE>

         In March 2001, the Partnership sold its property in Daleville, Indiana,
         to a 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  because
         the tenant  terminated  the lease with the  Partnership.  The provision
         represented  the difference  between the carrying value of the property
         at December 31, 2000 and its estimated fair value.  In connection  with
         the sale,  the  Partnership  incurred a  deferred,  subordinated,  real
         estate disposition fee of $9,750.

         During 2002, the Partnership  sold its properties in Huron,  Ohio, West
         Lebanon,  New  Hampshire  and  Bountiful,  Utah and  received net sales
         proceeds aggregating approximately $1,902,800. The Partnership recorded
         gains  aggregating  approximately  $571,700 relating to the sale of the
         properties in West Lebanon,  New Hampshire and Bountiful,  Utah. 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.  As of  December  31,  2001,  these
         properties  had been  identified as held for sale.  In connection  with
         these sales,  the Partnership  incurred  deferred,  subordinated,  real
         estate disposition fees of $57,930.

         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 2002:

                         2003                                $   853,857
                         2004                                    861,927
                         2005                                    731,831
                         2006                                    734,581
                         2007                                    738,433
                         Thereafter                            4,336,072
                                                        -----------------
                                                            $  8,256,701
                                                        =================




<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


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

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

                                                         2002                 2001
                                                   -----------------     ----------------

 <c>
                Minimum lease payments
                     receivable                        $  2,020,082          $ 2,184,590
                Estimated residual values                   425,049              425,049
                Less unearned income                     (1,248,472 )         (1,380,949 )
                                                   -----------------     ----------------

                Net investment in direct
                     financing leases                  $  1,196,659          $ 1,228,690
                                                   =================     ================
</TABLE>

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2002:

                        2003                                      $   164,506
                        2004                                          164,506
                        2005                                          164,506
                        2006                                          164,506
                        2007                                          164,506
                        Thereafter                                  1,197,552
                                                              ----------------

                                                                   $2,020,082
                                                              ================

         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 real estate properties with on operating leases. No
         loss on reclassification was recorded.

4.       Investment in Joint Ventures:
         ----------------------------

         As of  December  31,  2002,  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, 2002,  the  Partnership  owned a
         42.09% and a 27.78% interest in the properties, respectively.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


4.       Investment in Joint Ventures - Continued:

         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>

                                                                           2002                 2001
                                                                     -----------------    -----------------

 <c>
              Real estate properties with operating leases, net           $ 3,390,140         $  3,442,881
              Net investment in direct financing lease                      1,334,196            1,353,032
              Cash                                                              9,887                4,484
              Receivables                                                       1,994                3,897
              Accrued rental income                                           245,226              179,923
              Other assets                                                         97                1,239
              Liabilities                                                      32,300               30,651
              Partners' capital                                             4,949,240            4,954,805

                                                                          Years Ended December 31,
                                                                   2002             2001             2000
                                                               --------------  ---------------  ---------------

         Continuing Operations:

              Revenues                                            $  559,263       $  485,699       $  510,152
              Expenses                                               (64,620 )        (86,509 )        (91,304 )
              Provision for write-down of assets                          --               --          (31,543 )
                                                               --------------  ---------------  ---------------
         Net Income                                               $  494,643       $  399,190       $  387,305
                                                               ==============  ===============  ===============
</TABLE>

         The  Partnership  recognized  income  totaling  $198,037,  $157,935 and
         $151,430,  for the years  ended  December  31,  2002,  2001,  and 2000,
         respectively, from these joint ventures and tenancies in common.

5.       Discontinued Operations:
         -----------------------

         In June 2002,  the  Partnership  sold its  property  in  Lawrenceville,
         Georgia to the tenant and  received  net sales  proceeds  of  $847,000,
         resulting  in  a  gain  on  disposal  of  discontinued   operations  of
         approximately  $193,500.   During  2001,  the  Partnership  recorded  a
         provision  for   write-down  of  assets  of  $134,726.   The  provision
         represented  the difference  between the carrying value of the property
         and its  estimated  fair  value.  In  connection  with  the  sale,  the
         Partnership incurred a deferred,  subordinated, real estate disposition
         fee of $25,500.  The financial  results for this property are reflected
         as Discontinued Operations in the accompanying financial statements.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


5.       Discontinued Operations - Continued:
         -----------------------------------

         The operating results of discontinued operations are as follows:
<TABLE>
<CAPTION>

                                                    2002              2001            2000
                                                --------------   ---------------  --------------

 <c>
        Rental revenues                          $   10,000         $  91,722         120,412
        Interest and other income                     1,100             3,324             416
        Expenses                                    (22,338 )         (22,368 )       (12,281 )
        Provision for write-down of assets               --          (134,726 )            --
        Gain on disposal of assets                  193,496                --              --
                                              --------------   ---------------    --------------
        Income (loss) from discontinued
         operations                            $  182,258        $  (62,048 )      $  108,547
                                              ==============   ===============    ==============
</TABLE>

6.       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.  However,  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 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.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


6.       Allocations and Distributions - Continued:
         -----------------------------------------

         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, 2002, and 2001.

         During  the  years  ended  December  31,  2002,  2001,  and  2000,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $3,577,572,  $3,471,032,  and $2,375,000,  respectively.  Distributions
         during 2002 included a special  distribution  of $2,150,000 as a result
         of the  distribution of sales proceeds from the sales of the Properties
         in Huron,  Ohio;  West  Lebanon,  New  Hampshire;  Bountiful,  Utah and
         Lawrenceville,  Georgia.  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.  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.  The  special  distributions  in  2002,  2001  and  2000  were
         effectively a return of a portion of the Limited Partners'  investment;
         although,  in  accordance  with the  Partnership  agreement,  $979,322,
         $1,336,152  and $500,000,  respectively,  were applied  towards the 10%
         Preferred  Return, on a cumulative basis, and the balance of $1,170,678
         and  $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 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. 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, 2002, 2001, and 2000


7.       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>

                                                                    2002             2001              2000
                                                                --------------   --------------   ---------------

 <c>
          Net income for financial reporting purposes             $ 1,622,451       $  945,973        $  969,570

          Effect of timing differences relating to
               depreciation                                           (10,568 )        (12,688 )         (31,908 )

          Effect of timing differences relating to gains on
               real estate property sales                            (423,194 )       (158,699 )        (377,255 )

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

          Direct financing leases recorded as operating
               leases for tax reporting purposes                       32,032           30,452            43,093

          Effect of timing differences relating to equity
               in earnings of unconsolidated joint ventures           (33,195 )        (32,904 )           4,135

          Deduction of transaction costs for tax reporting
               purposes                                                    --               --          (139,935 )

          Effect of timing difference relating to allowance
               for doubtful accounts                                  (27,277 )        (99,481 )         (18,951 )

          Accrued rental income                                       (54,367 )        (65,304 )         (52,148 )

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

          Rents paid in advance                                         6,952             (526 )            (985 )

          Effect of timing differences in minority interest
               of consolidated joint venture                               --               --             2,620

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

          Net income for federal income tax purposes              $ 1,112,834       $  895,506        $  532,119
                                                                ==============   ==============   ==================
</TABLE>


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


8.       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, a wholly owned  subsidiary of CNL American
         Properties Fund, Inc. ("APF") served as the Partnership's advisor until
         January 1, 2002,  when it assigned its rights and  obligations  under a
         management  agreement to RAI Restaurants,  Inc.  (formerly known as CNL
         Restaurants  XVIII,  Inc.). RAI Restaurants,  Inc. ("the Advisor") is a
         wholly owned  subsidiary of APF. The  individual  general  partners are
         stockholders and directors of APF.

         The Advisor provides services  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 2002, 2001, and 2000.

         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, 2002,  2001,  and
         2000,  the  Partnership  incurred  deferred,  subordinated  real estate
         disposition fees of $83,430,  $9,750 and $4,050,  respectively,  as the
         result of the sales of properties during 2002 and 2001.

         During the years ended  December 31, 2002,  2001, and 2000, the Advisor
         and its  affiliates of the general  partners,  provided  accounting and
         administrative  services to the Partnership.  The Partnership  incurred
         $127,235,  $140,658 and $83,476, for the years ended December 31, 2002,
         2001, and 2000, respectively, for such services.

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

                                                                         2002                 2001
                                                                   -----------------    ------------------

 <c>
               Due to the Advisor and its affiliates:
                    Accounting and administrative  services              $   10,161           $     4,885
                    Deferred, subordinated real estate
                      disposition fee                                       197,130               113,700
                                                                   -----------------    ------------------

                                                                        $   207,291           $   118,585
                                                                   =================    ==================
</TABLE>



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


9.       Concentration of Credit Risk:
         ----------------------------

         The following  schedule  presents total rental revenues from individual
         lessees,  or affiliated groups of lessees,  each representing more than
         10% of the  Partnership's  total rental revenues and mortgage  interest
         income  (including the Partnership  share of total rental revenues 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:

                                           2002          2001        2000
                                         ----------    --------     -------

         Slaymaker Group, Inc.           $ 179,796       $181,387    $ 182,817
         IHOP Properties, Inc.             139,482            N/A          N/A
         Golden Corral Corporation         132,151        163,831      195,511

         In addition, the following schedule presents total rental revenues from
         individual  restaurant  chains,  each representing more than 10% of the
         Partnership's  total  rental  revenues  and  mortgage  interest  income
         (including the Partnership's  share of total rental revenues 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:
<TABLE>
<CAPTION>

                                                     2002         2001          2000
                                                 -----------   ----------   ----------

 <c>
              Golden Corral Family Steakhouse     $ 189,172      $192,721     $195,511
              Tony Roma's                           179,796       181,387      182,817
              IHOP                                  139,482           N/A          N/A
              Arby's                                124,914           N/A          N/A
              Taco Bell                                 N/A       186,453      173,908
</TABLE>

         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.

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the tenant or restaurant  chain did not represent more that
         10% of the Partnership's total rental revenues.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


10.      Selected Quarterly Financial Data:
         ---------------------------------

         The following table presents  selected  unaudited  quarterly  financial
         data for each full quarter during the years ended December 31, 2002 and
         2001:
<TABLE>
<CAPTION>

                 2002 Quarter            First          Second          Third          Fourth             Year
         ----------------------------- -----------  ---------------  ------------  ---------------   ---------------

 <c>
         Continuing Operations (1):
              Revenues                   $273,647       $  271,912     $ 267,144       $  271,182       $ 1,083,885
              Equity in earnings of
                joint ventures             50,700           46,534        50,763           50,040           198,037
              Income from
                continuing
                operations                780,798          203,919       238,380          217,096         1,440,193

         Discontinued operations (1):
              Revenues                       (365 )          1,465        10,000               --            11,100
              Income (loss) from
                discontinued
                operations                 (5,114 )        191,258           305           (4,191 )         182,258

         Net Income                       775,684          395,177       238,685          212,905         1,622,451

         Net  Income (Loss) per limited partner unit:

           Continuing operations         $  15.61        $    4.08      $   4.77        $    4.34         $   28.80
           Discontinued operations          (0.10 )           3.82            --            (0.07 )            3.65
                                       -----------  ---------------  ------------  ---------------   ---------------
              Total                      $  15.51        $    7.90      $   4.77        $    4.27         $   32.45
                                       ===========  ===============  ============  ===============   ===============
</TABLE>



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2002, 2001, and 2000


10.      Selected Quarterly Financial Data - Continued:
         ---------------------------------------------
<TABLE>
<CAPTION>

                 2001 Quarter            First          Second          Third          Fourth             Year
         ----------------------------- -----------  ---------------  ------------  ---------------   ---------------

 <c>
         Continuing Operations (1):
              Revenues                   $357,685       $  308,601     $ 308,939       $  347,586       $ 1,322,811
              Equity in earnings of
                joint venture              35,306           34,041        37,132           51,456           157,935
              Income from
                continuing
                operations                404,735          126,906       179,694          296,686         1,008,021

         Discontinued operations (1):
              Revenues                     28,544           28,960        37,542               --            95,046
              Income (loss) from
                discontinued
                operations                 25,474           25,891        34,472         (147,885 )         (62,048 )

         Net Income                       430,209          152,797       214,166          148,801           945,973

         Net  Income per limited partner unit:

           Continuing operations          $  8.10        $    2.54      $   3.59        $    5.93         $   20.16
           Discontinued operations           0.51             0.52          0.69            (2.96 )           (1.24 )
                                       -----------  ---------------  ------------  ---------------   ---------------
              Total                       $  8.61        $    3.06      $   4.28        $    2.97         $   18.92
                                       ===========  ===============  ============  ===============   ===============
</TABLE>

(1)      Certain items in the quarterly financial data have been reclassified to
         conform  to the 2002  presentation  for all  periods  presented.  These
         reclassifications   had  no  effect  on  net  income.  The  results  of
         operations  relating to properties that were either disposed of or that
         were  classified  as held for sale as of December 31, 2002 are reported
         as  discontinued  operations.  The  results of  operations  relating to
         properties  that were  identified  for sale as of December 31, 2001 but
         sold subsequently are reported as continuing operations.



<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 American Properties Fund, Inc. ("APF"), 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 56. 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 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.  (formerly CNL 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., all
of which are engaged in the  business of real estate  finance.  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,  an  independent,
state-chartered  commercial  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 55. 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 a
Director  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, and Treasurer , and from 1997 until June 2002 served as President, of CNL
Hospitality  Properties,  Inc., a public, unlisted real estate investment trust;
as well as, Director,  Vice Chairman of the Board, and Treasurer,  and from 1997
until June 2002 served as President,  of CNL Hospitality Corp., its advisor.  In
addition,  Mr.  Bourne  serves as  Director,  Vice  Chairman  of the Board,  and
Treasurer,  and from 1997 until June 2002 served as President, of CNL Retirement
Properties, Inc., a public, unlisted real estate investment trust; as well as, a
Director,  Vice Chairman of the Board,  and Treasurer,  and from 1997 until June
2002 served as President,  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 47. 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.,  a
corporation  engaged in the business of real estate  financing,  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  39.  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.

Section 16(a) Beneficial Ownership Reporting Compliance

         Section  16(a) of the Exchange Act requires the General  Partners,  the
officers of the  corporate  General  Partner,  and persons who own more than ten
percent  of  a  registered  class  of  the   Partnership's   equity   securities
(collectively,  the  "Reporting  Persons"),  to file  reports of  ownership  and
changes in  ownership  on Forms 3, 4 and 5 with the SEC.  Reporting  Persons are
required by SEC regulation to furnish the  Partnership  with copies of all Forms
3, 4 and 5 that they file.

         Based  solely on the  General  Partners'  review of the  copies of such
forms the  Partnership  has  received and written  representations  from certain
Reporting  Persons  that they  were not  required  to file  Forms 5 for the last
fiscal year, the General  Partners  believe that all Reporting  Persons complied
with all filing  requirements  applicable  to them with respect to  transactions
during fiscal 2002.




<PAGE>


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.


Item 12.  Security Ownership of Certain Beneficial Owners and Management

         As of March 10,  2003,  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 10, 2003,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>

                    Title of Class                           Name of Partner                 Percent of Class

 <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, 2002,  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, 2002
----------------------------------     --------------------------------------      ------------------------------

 <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       $127,235
                                       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.



</TABLE>

<PAGE>


<TABLE>
<CAPTION>

                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2002
---------------------------------      --------------------------------------      ------------------------------

 <c>
Deferred,    subordinated   real       A deferred,  subordinated real estate       $83,430
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.

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>

Item 14. Controls and Procedures

         The  general  partners  maintain  a  set  of  disclosure  controls  and
procedures  designed to ensure that information  required to be disclosed in the
Partnership's  filings  under the  Securities  Exchange Act of 1934 is recorded,
processed,  summarized  and reported  within the time  periods  specified in the
Securities and Exchange  Commission's  rules and forms. The principal  executive
and  financial  officers of the  corporate  general  partner have  evaluated the
Partnership's  disclosure  controls and  procedures  within 90 days prior to the
filing  of this  Annual  Report  on Form  10-K and  have  determined  that  such
disclosure controls and procedures are effective.

         Subsequent to the above evaluation,  there were no significant  changes
in internal  controls or other  factors  that could  significantly  affect these
controls,   including  any   corrective   actions  with  regard  to  significant
deficiencies and material weaknesses.


                                     PART IV


Item 15.  Exhibits, Financial Statement Schedules and Reports on Form 8-K

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

         1.   Financial Statements
<TABLE>
<CAPTION>

 <c>
                  Report of Independent Certified Public Accountants

                  Balance Sheets at December 31, 2002 and 2001

                  Statements of Income for the years ended December 31, 2002, 2001, and 2000

                  Statements of Partners' Capital for the years ended December 31, 2002, 2001, and 2000

                  Statements of Cash Flows for the years ended December 31, 2002, 2001, and 2000

                  Notes to Financial Statements

         2.   Financial Statement Schedules

                  Schedule II - Valuation and Qualifying Accounts for the years
                  ended December 31, 2002, 2001, and 2000

                  Schedule III - Real Estate and Accumulated Depreciation at December 31, 2002

                  Notes to Schedule III - Real Estate and Accumulated Depreciation at December 31, 2002

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

         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.)

                 **10.5   Assignment  of  Management   Agreement  from  CNL  APF
                          Partners,  LP to CNL Restaurants XVIII, Inc. (Included
                          as Exhibit 10.5 to Form 10-Q filed with the Securities
                          and  Exchange  Commission  on  August  13,  2002,  and
                          incorporated herein by reference.)

                   99.1   Certification of Chief Executive  Officer of Corporate
                          General Partner Pursuant to 18 U.S.C.  Section 1350 as
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002. (Filed herewith.)

                   99.2   Certification of Chief Financial  Officer of Corporate
                          General Partner Pursuant to 18 U.S.C.  Section 1350 as
                          Adopted Pursuant to Section 906 of the  Sarbanes-Oxley
                          Act of 2002. (Filed herewith.)

(b)      The  Registrant  filed no reports  on Form 8-K  during the period  from
         October 1, 2002 through December 31, 2002.

         **       Previously filed



<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 27th day of
March, 2003.

                                            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 27, 2003
------------------------------------    (Principal   Financial  and  Accounting
Robert A. Bourne                        Officer)


/s/ James M. Seneff, Jr.                Chief  Executive  Officer and  Director            March 27, 2003
------------------------------------    (Principal Executive Officer)
James M. Seneff, Jr.

</TABLE>


<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002


         I, James M.  Seneff,  Jr.,  the Chief  Executive  Officer of CNL Realty
Corporation,  the  corporate  general  partner of CNL Income Fund,  V Ltd.  (the
"registrant"), certify that:

         1. I have reviewed this annual report on Form 10-K of the registrant;

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

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

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

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

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

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

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

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

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

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

Date:  March 27, 2003


/s/ James M. Seneff, Jr.
---------------------------
 James M. Seneff, Jr.
Chief Executive Officer

<PAGE>


                    CERTIFICATION OF CHIEF FINANCIAL OFFICER
                          OF CORPORATE GENERAL PARTNER

                 PURSUANT TO RULE 13a-14 AS ADOPTED PURSUANT TO
                  SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

         I, Robert A. Bourne, President and Treasurer of CNL Realty Corporation,
the  corporate  general  partner of CNL Income Fund, V Ltd.  (the  "registrant")
certify that:

         1. I have reviewed this annual report on Form 10-K of the registrant;

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

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

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

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

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

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

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

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

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

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

Date:  March 27, 2003


/s/ Robert A. Bourne
-----------------------
Robert A. Bourne
President and Treasurer


<PAGE>

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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2002, 2001, and 2000

<TABLE>
<CAPTION>

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

 <c>
  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
                                  ==============  ===============  ================    =============     ============  ============

  2002        Allowance for
                 doubtful
                 accounts (a)         $  35,317         $     --        $   41,780 (b)    $  69,057 (c)      $    --      $  8,040
                                  ==============  ===============  ================    =============     ============  ============
</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, 2002
<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         -

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

    Denny's Restaurant:
      New Castle, Indiana           -               117,394       471,340           -         -

    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:
      Centralia, Washington         -               215,302             -     378,836         -

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

    Wendy's Old Fashioned
      Hamburger Restaurants:
          Tampa, Florida            -               336,219       462,401           -         -


                                                ------------  ------------  ----------  --------

                                                 $3,263,304    $3,960,398   $1,090,336        -
                                                ============  ============  ==========  ========




                                                                                      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 (i)           -              $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 (i)           -                     -      $650,622           -         -
                                                ============  ============  ==========  ========









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





    $279,665      $591,137      $870,802     $238,101    1989    03/89          (b)
     120,847       719,702       840,549      243,094    1989    03/89          (h)


     186,050       383,781       569,831      176,433    1988    03/89          (b)


     117,394       471,340       588,734      169,065    1989    02/89          (g)



     156,382       429,107       585,489      190,712    1986    09/89          (b)
     504,787       742,216     1,247,003      322,478    1989    12/89          (b)


     513,384       671,713     1,185,097      114,129    1997    11/97          (b)


     237,944       200,501       438,445       91,896    1985    03/89          (b)


     215,302       378,836       594,138      165,215    1989    08/89          (b)


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



     336,219       462,401       798,620      213,218    1987    02/89          (b)


-------------  ------------  ------------  -----------

  $3,263,304    $5,050,734    $8,314,038   $1,924,341
=============  ============  ============  ===========











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






    $183,229      $192,857      $376,086      $83,621    1986    12/89          (b)
=============  ============  ============  ===========







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







    $875,659    $1,389,366    $2,265,025     $231,688    1994    12/97          (b)
=============  ============  ============  ===========







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












                                                                            Life on Which
                Net Cost Basis at Which                                     Depreciation in
               Carried at Close of Period (c)            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, 2002


(a)      Transactions in real estate and accumulated depreciation are summarized
         below.  The  balances  in 2002,  2001,  and 2000 have been  adjusted to
         reflect  the   reclassification   of   properties   accounted   for  as
         discontinued operations.
<TABLE>
<CAPTION>

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

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

                 Balance, December 31, 1999                                $ 10,356,203         $  1,869,440
                 Acquisition                                                     20,000                   --
                 Dispositions                                                  (232,578  )          (111,062 )
                 Provision for write-down of assets                            (109,919  )                --
                 Depreciation expense                                                --              216,964
                                                                         ----------------    ----------------

                 Balance, December 31, 2000                                  10,033,706            1,975,342
                 Acquisition                                                    371,418                   --
                 Disposition                                                   (295,909  )           (40,370 )
                 Provision for write-down of assets                            (156,645  )                --
                 Depreciation expense                                                --              217,884
                                                                         ----------------    ----------------

                 Balance, December 31, 2001                                   9,952,570            2,152,856
                 Dispositions                                                (1,638,532  )          (406,993 )
                 Depreciation expense                                                --              178,478
                                                                         ----------------    ----------------

                 Balance, December 31, 2002                                $  8,314,038         $  1,924,341
                                                                         ================    ================

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

                 Balance, December 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
                 Depreciation expense                                                --                6,428
                                                                         ----------------    ----------------

                 Balance, December 31, 2002                                 $   376,086          $    83,621
                                                                         ================    ================


</TABLE>

<PAGE>


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

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

                                December 31, 2002

<TABLE>
<CAPTION>

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

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

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

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

                   Balance, December 31, 2001                                    623,496                  --
                   Depreciation expense (d)                                           --                  --
                                                                         ----------------    ----------------

                   Balance, December 31, 2002                                $   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, 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                  --
                  Depreciation expense (d)                                            --                  --
                                                                         ----------------   -----------------

                  Balance, December 31, 2002                                 $   440,842            $     --
                                                                         ================   =================
</TABLE>


<PAGE>


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

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

                                December 31, 2002

<TABLE>
<CAPTION>

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

 <c>
            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, 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
                 Depreciation expense                                                 --              46,313
                                                                         ----------------   -----------------

                 Balance, December 31, 2002                                 $  2,265,025         $   231,688
                                                                         ================   =================
</TABLE>

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

(c)      As of December 31, 2002, the aggregate cost of the Properties  owned by
         the  Partnership  and the  unconsolidated  joint  ventures  for federal
         income tax purposes was $9,402,161 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)      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  will be  depreciated  over  its  remaining
         estimated life of approximately 25 years.

(h)      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, 2002


(i)      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,  this  Property  was
         re-leased,  resulting in a reclassification  of the building portion of
         the lease as a capital lease.


<PAGE>



                                  EXHIBIT INDEX

Exhibit Number

(c)      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.)

           3.2     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 Form 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.)

           10.5    Assignment of Management Agreement from CNL APF Partners,  LP
                   to CNL Restaurants  XVIII, Inc.  (Included as Exhibit 10.5 to
                   Form 10-Q filed with the Securities  and Exchange  Commission
                   on August 13, 2002, and incorporated herein by reference.)

           99.1    Certification of Chief Executive Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)

           99.2    Certification of Chief Financial Officer of Corporate General
                   Partner  Pursuant  to  18  U.S.C.  Section  1350  as  Adopted
                   Pursuant  to Section 906 of the  Sarbanes-Oxley  Act of 2002.
                   (Filed herewith.)



<PAGE>



                                  EXHIBIT 99.1







<PAGE>







                                  EXHIBIT 99.2