2

                                  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, 2000

                                       OR

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

                        For the transition period from to


                         Commission file number 0-19141

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

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

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

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

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

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

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

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

         Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of
1934 during the preceding 12 months (or such shorter  period that the registrant
was  required  to file such  reports),  and (2) has been  subject to such filing
requirements for the past 90 days: Yes X No

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

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

                      DOCUMENTS INCORPORATED BY REFERENCE:
                                      None


<PAGE>


                                    PART I


Item 1.  Business

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

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

         As a result of the above  transactions,  as of December 31,  2000,  the
Partnership  owned 21  Properties.  The 21 Properties  include  interests in two
Properties owned by joint ventures in which the Partnership is a co-venturer and
two   Properties   owned   with   affiliates   of  the   General   Partners   as
tenants-in-common.   In  March  2001,  the  Partnership  sold  its  Property  in
Daleville,  Indiana.  In  March  2001,  the  Partnership  sold its  Property  in
Daleville,  Indiana.  Generally, the Properties are leased on a triple-net basis
with the lessees  responsible for all repairs and  maintenance,  property taxes,
insurance and utilities.

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

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

Leases

         Although there are variations in the specific terms of the leases,  the
following  is  a  summarized   description  of  the  general  structure  of  the
Partnership's  leases. The leases of the Properties owned by the Partnership and
the joint ventures in which the Partnership is a co-venturer provide for initial
terms,  ranging  from 12 to 20 years  (the  average  being 19 years)  and expire
between 2002 and 2018. 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
$42,300 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 16 of the  Partnership's 21 Properties also have been
granted options to purchase  Properties at the Property's then fair market after
a specified  portion of the lease term has  elapsed.  Fair market  value will be
determined  through an appraisal by an  independent  appraisal  firm.  Under the
terms of certain leases the option  purchase  price may equal the  Partnership's
original cost to purchase the Property  (including  acquisition  costs),  plus a
specified percentage from the date of the Lease or a specified percentage of the
Partnership's purchase price, if that amount is greater than the Property's fair
market value at the time the purchase option is exercised.

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

         The tenant relating to the Property in Lebanon, New Hampshire defaulted
under the terms of its agreement, and in February 1995, ceased operations of the
restaurant on the Property.  The Partnership is currently  seeking a replacement
tenant or a purchaser for this Property.

         In August 1998, the Partnership terminated the lease with the tenant of
the Property in Daleville, Indiana, due to financial difficulties the tenant was
experiencing.  In March 2001, the Partnership  sold the Property to an unrelated
third party.

         In  December  1999,  the  Partnership  entered  into  a  joint  venture
arrangement,  Duluth Joint Venture,  with affiliates of the General Partners, to
construct and hold one restaurant  Property.  During 2000, the Partnership  sold
its 12 percent  interest in Duluth Joint  Venture to an affiliate of the General
Partners.

         In February 2001, the Partnership  accepted $150,000 as satisfaction of
outstanding receivable amounts and consideration for releasing the tenant of the
Property  in  Huron,  Ohio from its  obligation  under its  lease.  The  General
Partners are seeking either a replacement tenant or purchaser for this Property.

Major Tenants

         During 2000, two lessees,  Golden Corral  Corporation and the Slaymaker
Group,  Inc. each contributed more than ten percent of the  Partnership's  total
rental,  earned,  and mortgage interest income (including rental income from the
Partnership's  consolidated  joint  venture and the  Partnership's  share of the
rental and earned  income  from two  Properties  owned by  unconsolidated  joint
ventures and two  Properties  owned with  affiliates of the General  Partners as
tenants-in-common).  As of December 31, 2000, Golden Corral  Corporation was the
lessee under leases relating to two restaurants  and Slaymaker  Group,  Inc. was
the lessee under a lease relating to one property. It is anticipated that, based
on the  minimum  rental  payments  required by the leases,  these  lessees  will
continue to contribute more than ten percent of the Partnership's  total rental,
earned,  and mortgage  interest  income in 2001. In addition,  three  Restaurant
Chains,  Golden Corral,  Taco Bell, and Tony Roma's Famous For Ribs Restaurants,
each  accounted  for more than ten percent of the  Partnership's  total  rental,
earned,  and mortgage  interest income in 2000 (including rental income from the
Partnership's  consolidated  joint  venture and the  Partnership's  share of the
rental income from two Properties owned by unconsolidated joint ventures and two
Properties owned with affiliates of the General Partners as  tenants-in-common).
It is  anticipated  that these three  Restaurant  Chains  each will  continue to
account  for more than ten percent of the total  rental,  earned,  and  mortgage
interest  income to which the  Partnership  is  entitled  under the terms of the
leases and  mortgage  note.  Any  failure of these  lessees or these  Restaurant
Chains could materially  affect the  Partnership's  income if the Partnership is
not able to re-lease the  Properties  in a timely  manner.  No single  tenant or
group of affiliated tenants lease Properties with an aggregate carrying value in
excess of 20 percent of the total assets of the Partnership.

Joint Venture and Tenancy in Common Arrangements

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

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

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

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

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

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

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

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

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

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

Certain Management Services

         CNL Fund Advisors, Inc., an affiliate of the General Partners, provides
certain  services  relating to management of the  Partnership and its Properties
pursuant to a management  agreement.  Under this  agreement,  CNL Fund Advisors,
Inc. 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.  CNL Fund  Advisors,  Inc.  also
assists the General Partners in negotiating the leases. For these services,  the
Partnership  has  agreed to pay CNL Fund  Advisors,  Inc.  an annual  fee of one
percent of the sum of gross operating  revenues from Properties  wholly owned by
the  Partnership  plus the  Partnership's  allocable  share of gross revenues of
joint ventures in which the  Partnership is a co-venturer,  but not in excess of
competitive fees for comparable services.  Under the management  agreement,  the
management  fee is  subordinated  to  receipt  by  the  Limited  Partners  of an
aggregate,  ten  percent,  cumulative,  noncompounded  annual  return  on  their
adjusted  capital  contributions  (the "10%  Preferred  Return"),  calculated in
accordance   with  the   Partnership's   limited   partnership   agreement  (the
"Partnership Agreement").

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

Competition

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


Employees

         The  Partnership   has  no  employees.   The  officers  of  CNL  Realty
Corporation  and the  officers and  employees of APF, the parent  company of CNL
Fund Advisors, Inc., 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, 2000, the Partnership owned 21 Properties. Of the 21
Properties, 17 are owned by the Partnership in fee simple, two are owned through
joint  venture  arrangements  and  two  are  owned  through  tenancy  in  common
arrangements.  See Item 1.  Business  - Joint  Venture  and  Tenancy  in  Common
Arrangements.  The Partnership is not permitted to encumber its Properties under
the terms of its  partnership  agreement.  Reference  is made to the Schedule of
Real Estate and  Accumulated  Depreciation  for a listing of the  Properties and
their  respective  costs,  including  acquisition  fees and certain  acquisition
expenses.

Description of Properties

         Land. The Partnership's  Property sites range from approximately 12,300
to 135,000  square  feet  depending  upon  building  size and local  demographic
factors.  Sites  purchased  by  the  Partnership  are  in  locations  zoned  for
commercial use which have been reviewed for traffic patterns and volume.

         The following table lists the Properties owned by the Partnership as of
December 31, 2000 by state. More detailed information  regarding the location of
the  Properties  is  contained  in the  Schedule of Real Estate and  Accumulated
Depreciation.

                State                              Number of Properties

                Arizona                                      1
                Florida                                      3
                Georgia                                      1
                Illinois                                     1
                Indiana                                      3
                Michigan                                     1
                New Hampshire                                1
                Ohio                                         2
                Texas                                        4
                Utah                                         2
                Washington                                   2
                                                          -----
                TOTAL PROPERTIES                            21
                                                          =====

         Buildings.  Generally,  each of the Properties owned by the Partnership
includes a building that is one of a Restaurant  Chain's approved  designs.  The
buildings   generally  are  rectangular   and  are   constructed   from  various
combinations of stucco,  steel, wood, brick and tile.  Building sizes range from
approximately  1,700 to 10,100 square feet. All buildings on Properties acquired
by the  Partnership  are  freestanding  and  surrounded by paved parking  areas.
Buildings are suitable for  conversion to various uses,  although  modifications
may be  required  prior  to use for  other  than  restaurant  operations.  As of
December  31,  2000,  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, 2000, the aggregate cost of the Properties  owned by
the Partnership  (including its consolidated  joint venture) and  unconsolidated
joint   ventures   (including   Properties   owned   through   tenancy-in-common
arrangements)  for federal income tax purposes was  $12,960,962  and $5,175,275,
respectively.


<PAGE>


         The following table lists the Properties owned by the Partnership as of
December 31, 2000 by Restaurant Chain.

               Restaurant Chain                           Number of Properties

                Arby's                                           2
                Boston Market                                    1
                Burger King                                      1
                Captain D's                                      2
                Chevy's Fresh Mex                                1
                Denny's                                          3
                Golden Corral                                    2
                IHOP                                             1
                Market Street Buffet & Bakery                    1
                Pizza Hut                                        1
                Ruby Tuesday                                     1
                Taco Bell                                        2
                Tony Roma's                                      1
                Waffle House                                     1
                Wendy's                                          1
                                                              -----
                TOTAL PROPERTIES                                21
                                                              =====

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

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

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

         As of December 31, 2000,  1999,  1998,  1997,  and 1996, the Properties
were 81%,  87%, 88%,  93%, and 90%  occupied,  respectively.  The following is a
schedule of the average rent per Property for the years ended December 31:
<TABLE>
<CAPTION>
<S> <C>
                         2000         1999            1998            1997             1996
                     ------------- -------------  -------------  ---------------  ---------------

Rental Revenues (1)   $ 1,633,709   $ 1,721,252    $ 1,710,326      $ 1,804,300       $2,119,765
Properties (2)                 18            20             23               24               27
Average Rent per
    Property            $  90,762     $  86,063      $  74,362        $  75,179        $  78,510

</TABLE>

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

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

         The following is a schedule of lease expirations for leases in place as
of December 31, 2000 for each of the next ten years and thereafter.
<TABLE>
<CAPTION>
<S><C>
                                                                               Percentage of
                                      Number            Annual Rental           Gross Annual
              Expiration Year       of Leases             Revenues             Rental Income
             -----------------    ----------------     -----------------  --------------------------

              2001                             --              $     --                    --
              2002                              1                63,360                 4.49%
              2003                             --                    --                    --
              2004                              1               132,151                 9.35%
              2005                             --                    --                    --
              2006                             --                    --                    --
              2007                             --                    --                    --
              2008                              5               248,107                17.56%
              2009                              5               359,575                25.44%
              2010                             --                    --                    --
              Thereafter                        6               610,391                43.16%
                                        ----------     -----------------         -------------
              Total (1)                        18          $  1,413,584               100.00%
                                        ==========     =================         =============
</TABLE>

(1)      Excludes three Properties which were vacant at December 31, 2000.

         Leases  with Major  Tenants.  The terms of each of the leases  with the
Partnership's major tenants as of December 31, 2000 (see Item 1. Business -Major
Tenants),  are  substantially  the same as those described in Item 1. Business -
Leases.

         SlaymakerGroup, 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 $167,500.

         Golden Corral Corporation leases two restaurants pursuant to two leases
with initial terms of 12 and 15 years (expiring 2002 and 2004, respectively) and
average minimum base annual rent of approximately $97,800 ($63,400 and $132,200,
respectively).


Item 3.  Legal Proceedings

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


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

         Not applicable.



<PAGE>


                                     PART II


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

(a) As of March 15, 2001, there were 2,477 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 2000,  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 had the right to prohibit  transfers of Units.  From
inception  through  December 31, 2000,  the price paid for any Unit  transferred
pursuant to the Plan  ranged from $376 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 2000 and 1999 other than
pursuant to the Plan, net of commissions.
<TABLE>
<CAPTION>
<S><C>
                                    2000 (1)                                1999 (1)
                       ------------------------------------     ----------------------------------
                         High          Low         Average        High         Low       Average
                       ---------    ----------    ----------    ---------    --------   -----------

       First Quarter        (2)           (2)           (2)         $450        $328          $389
       Second Quarter     $ 335         $ 305         $ 328          390         390           390
       Third Quarter        310           310           310          440         299           361
       Fourth Quarter       306           222           263          357         295           324
</TABLE>

(1)      A total of 154 and 302 Units were  transferred  other than  pursuant to
         the Plan for the years ended December 31, 2000 and 1999, respectively.

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

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

         For the  years  ended  December  31,  2000 and  1999,  the  Partnership
declared cash distributions of $2,375,000 and $2,000,000,  respectively,  to the
Limited Partners.  Distributions  during 2000 included a special distribution of
$500,000, as a result of the distribution of net sales proceeds from the sale of
several  Properties.  This  amount  was  applied  toward the  Limited  Partners'
cumulative 10% Preferred  Return.  As a result of the sales of Properties during
2000, the Partnership's total revenue was reduced during 2000 and is expected to
remain  reduced in  subsequent  years.  The  decrease in  Partnership  revenues,
combined with the fact that a significant portion of the Partnership's  expenses
are fixed in nature, resulted in a decrease in cash distributions to the Limited
Partners  commencing  during the quarter  ended  September  30, 2000. No amounts
distributed  to partners  for the years ended  December  31, 2000 and 1999,  are
required to be or have been  treated by the  Partnership  as a return of capital
for the purposes of calculating the Limited  Partners'  return on their adjusted
capital  contributions.  No distributions have been made to the General Partners
to date. As indicated in the chart below,  these  distributions were declared at
the close of each of the Partnership's calendar quarters.  These amounts include
monthly  distributions  made in arrears  for the  Limited  Partners  electing to
receive such distributions on this basis.

             Quarter Ended               2000             1999
        -----------------------  --------------- ---------------

        March 31                     $  500,000      $  500,000
        June 30                         500,000         500,000
        September 30                    937,500         500,000
        December 31                     437,500         500,000


         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>
<S> <C>
                                    2000               1999              1998              1997               1996
                                --------------    ---------------    --------------    --------------    ---------------
Year ended December 31:
    Revenues (1)                   $1,676,183         $1,956,691       $ 2,024,231        $2,147,770         $2,279,880
    Net income (2)                    969,570          1,435,646         1,544,895         1,731,915          1,428,159
    Cash distributions
      declared (3)                  2,375,000          2,000,000         3,838,327         2,300,000          2,300,000
       Net income per Unit (2)          19.39              28.51             30.70             34.40              28.31
    Cash distributions
      declared per Unit (3)             47.50              40.00             76.77             46.00              46.00

At December 31:
    Total assets                  $14,848,256        $16,680,780      $ 17,135,485       $19,718,430        $20,133,002
    Partners' capital              14,257,318         15,662,748        16,227,102        18,520,534         18,982,619
</TABLE>

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

(2)      Net income for the year ended  December 31, 2000 includes  $15,088 from
         gains  on  sales  of  assets,   $9,763  from  gain  on  dissolution  of
         consolidated  joint  venture,  and  provision  for  loss on  assets  of
         $142,373.  Net income for the year ended  December  31,  1999  includes
         $396,066  from gains on the sales of assets and  provision  for loss on
         assets of  $308,310.  Net income for the year ended  December 31, 1998,
         includes $469,613 from gains on the sales of assets, $25,500 for a loss
         on sale of assets and $403,157 for a provision for loss on assets.  Net
         income for the year ended  December 31, 1997,  includes  $550,878  from
         gains  on the  sales  of  assets,  $141,567  from a loss on the sale of
         assets and $250,694 for a provision for loss on assets.  Net income for
         the year ended  December 31, 1996,  includes  $19,369 from the gains on
         sale of assets and $239,525 for a provision for loss on assets.

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

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


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

         The  Partnership was organized on August 17, 1988, to acquire for cash,
either directly or through joint venture  arrangements,  both newly  constructed
and  existing  restaurant  Properties,  as well as land  upon  which  restaurant
Properties  were to be constructed,  which are leased  primarily to operators of
selected national and regional fast-food and family-style Restaurant Chains. The
leases are generally  triple-net leases,  with the lessee generally  responsible
for all repairs and maintenance,  property taxes, insurance and utilities. As of
December 31, 2000,  the  Partnership  owned 21  Properties,  either  directly or
indirectly through joint venture or tenancy in common arrangements.


<PAGE>


Capital Resources

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
Partnership  generated cash from  operations  (which includes cash received from
tenants, distributions from joint ventures and interest received, less cash paid
for  expenses)  of  $904,073,  $1,595,565,  and  $1,649,735,  respectively.  The
decrease in cash from  operations  during 2000 and 1999, each as compared to the
previous  year,  was  primarily  a result of changes in income and  expenses  as
discussed  in "Results  of  Operations"  below and changes in the  Partnership's
working capital during each of the respective years.

         Other  sources and uses of capital  included the  following  during the
years ended December 31, 2000, 1999, and 1998.

         In August 1995,  the  Partnership  sold its  Property in Myrtle  Beach,
South Carolina, to the tenant of the Property for $1,040,000,  and in connection
therewith,  accepted  a  promissory  note  in the  principal  sum of  $1,040,000
collateralized by a mortgage on the Property.  The note bears interest at a rate
of 10.25% per annum and is being  collected in 59 equal monthly  installments of
$9,319.  This sale is being accounted for under the installment sales method for
financial reporting purposes;  therefore,  the Partnership  recognized a gain of
$1,269,  $1,255, and $1,134 for financial reporting purposes for the years ended
December 31, 2000,  1999, and 1998,  respectively.  The mortgage note receivable
balance relating to this Property at December 31, 2000 and 1999 was $868,713 and
$868,309,  respectively,  including  accrued  interest  of $16,869  and  $8,516,
respectively.  In February 2001, the  Partnership  received a balloon payment of
$999,083 which included the outstanding principal balance and $12,084 of accrued
interest.  The  Partnership may use the net sales proceeds to pay liabilities of
the Partnership,  including quarterly distributions to the Limited Partners. The
Partnership distributed amounts sufficient to enable the Limited Partners to pay
federal and state income  taxes,  if any (at a level  reasonably  assumed by the
General Partners), resulting from the sale.

         In 1996, the Partnership sold its Property in St. Cloud,  Florida,  and
received $100,000 in cash and accepted a promissory note in the principal sum of
$1,057,299. The promissory note bore interest at a rate of 10.75% per annum, was
collateralized  by a mortgage on the  Property,  and was being  collected  in 12
monthly  installments  of  interest  only and  thereafter  in 168 equal  monthly
installments of principal and interest.  This sale was being accounted for under
the installment sales method for financial  reporting purposes;  therefore,  the
Partnership recognized a gain of $2,157 for financial reporting purposes for the
year ended December 31, 1998. The mortgage note receivable  balance  relating to
this Property at December 31, 1998, was $871,812,  including accrued interest of
$9,350,  and net of the  remaining  deferred  gain of $181,308.  During the year
ended December 31, 1999, the Partnership  collected the  outstanding  balance of
$1,043,770  relating  to  the  promissory  note  and  in  connection  therewith,
recognized  the remaining  gain of $181,308  relating to this  Property.  During
2000, the Partnership  distributed $500,000 of the amount collected as a special
distribution to the Limited Partners.  The Partnership may use the remaining net
sales  proceeds  to pay  liabilities  of the  Partnership,  including  quarterly
distributions  to the Limited  Partners.  The  Partnership  distributed  amounts
sufficient to enable the Limited Partners to pay federal and state income taxes,
if any (at a level reasonably assumed by the General  Partners),  resulting from
the sale.

         In June 1997, the Partnership  terminated the leases with the tenant of
the Properties in Connorsville and Richmond,  Indiana. In connection  therewith,
the  Partnership  accepted a promissory  note from the former tenant for $35,297
for amounts  relating to past due real estate taxes.  The promissory note, which
is  uncollateralized,  bears  interest at a rate of ten percent per annum and is
being collected in 36 monthly installments. Receivables at December 31, 2000 and
1999, included $4,401 and $9,219,  respectively,  of such amounts. In July 1997,
the  Partnership  entered  into a new lease for the  Property  in  Connorsville,
Indiana,  with a new tenant to operate the Property as an Arby's restaurant.  In
connection  therewith,  the Partnership paid $125,000 in renovation costs during
the year ended December 31, 1998.

         During  1998,  the  Partnership  sold its  Properties  in Port  Orange,
Florida, and Tyler, Texas, to the tenants for a total of $2,180,000 and received
net sales proceeds  totaling  $2,125,220,  resulting in a total gain of $440,822
for financial reporting  purposes.  These Properties were originally acquired by
the  Partnership  in  1988  and  1989  and  had  costs  totaling   approximately
$1,791,300,  excluding acquisition fees and miscellaneous  acquisition expenses;
therefore,  the Partnership  sold the Properties for  approximately  $333,900 in
excess of their original purchase prices. In addition,  the Partnership incurred
deferred,  subordinated, real estate disposition fees of $65,400 relating to the
sales of the  Properties  for which net sales  proceeds  were not  reinvested in
additional Properties.  The Partnership  distributed $1,838,327 of the net sales
proceeds from the 1997 and 1998 sales of the  Properties in Tampa,  Florida,  as
described  above,  and Port Orange,  Florida,  as a special  distribution to the
Limited  Partners in April  1998.  In  addition,  in May 1998,  the  Partnership
contributed the net sales proceeds from the sale of the Property in Tyler, Texas
in a joint venture  arrangement as described below. The Partnership  distributed
amounts  sufficient  to enable the  Limited  Partners  to pay  federal and state
income taxes, if any (at a level reasonably assumed by the General Partners).

         In May 1998, the  Partnership  entered into a joint venture,  RTO Joint
Venture,  with CNL Income Fund III, Ltd., a Florida  limited  partnership and an
affiliate  of the  General  Partners,  to  construct  and  hold  one  restaurant
Property.  The  Partnership  contributed  $766,746 to purchase  land and pay for
construction relating to the joint venture.  Construction was completed and rent
commenced  in  December  1998.  The  Partnership  held a 53.12%  interest in the
profits and losses of the joint venture as of December 31, 2000.

         In addition,  in March 1999,  the  Partnership  sold its  Properties in
Endicott  and  Ithaca,  New York to the  tenant  for a total of  $1,125,000  and
received net sales proceeds of $1,113,759  resulting in a total gain of $213,503
for financial reporting  purposes.  These Properties were originally acquired by
the Partnership in December 1989 and had costs totaling approximately  $942,000,
excluding acquisition fees and miscellaneous  acquisition  expenses;  therefore,
the  Partnership  sold the  Properties for  approximately  $171,800 in excess on
their original purchase prices. In December 1999, the Partnership reinvested the
net sales proceeds  received from the sale of the Property in Ithaca,  New York,
in a joint venture arrangement, as described below. The Partnership used the net
sales  proceeds  from the sale of the  Property in  Endicott,  New York,  to pay
liabilities of the Partnership, including quarterly distributions to the Limited
Partners.  The Partnership  distributed amounts sufficient to enable the Limited
Partners to pay federal and state income  taxes,  if any (at a level  reasonably
assumed by the General Partners), resulting from the sales.

         In June 1999,  Halls Joint Venture,  in which the  Partnership  owned a
48.9% interest,  sold its Property to the tenant in accordance with the purchase
option under its lease agreement for $891,915,  resulting in a gain to the joint
venture of approximately $239,300 for financial reporting purposes. The Property
was  originally  contributed  to Halls Joint  Venture in February 1990 and had a
total  cost  of   approximately   $672,000,   excluding   acquisition  fees  and
miscellaneous  acquisition  expenses;  therefore,  the  joint  venture  sold the
Property for  approximately  $219,900 in excess of its original  purchase price.
During 2000, the  Partnership  and the joint venture  partner  liquidated  Halls
Joint Venture and the Partnership received its pro rata share of the liquidation
proceeds.  The Partnership  used the liquidation  proceeds to pay liabilities of
the Partnership including quarterly distributions to the Limited Partners.

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

         In March 2000, the Partnership sold its Property in Belding,  Michigan,
to an  unrelated  third party,  for $135,000 and received net sales  proceeds of
approximately  $126,900.  Due to the fact  that as of  December  31,  1999,  the
Partnership  had  recorded  an  allowance  for loss on assets  of  approximately
$446,100,  no gain or loss was recorded for financial  reporting purposes 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 percent
Preferred  Return,  plus their adjusted capital  contributions.  The Partnership
distributed the majority of the net sales proceeds to the Limited Partners.  The
Partnership distributed amounts sufficient to enable the Limited partners to pay
federal and state income  taxes,  if any (at a level  reasonably  assumed by the
General Partners), resulting from the sale.

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

         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 net
sales proceeds from the sale of Properties  pending  reinvestment  in additional
Properties,  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  30-day  maturity  date.  At  December  31,  2000,  the  Partnership  had
$1,137,958 invested in such short-term  investments as compared to $1,984,879 at
December 31, 1999.  The decrease in cash and cash  equivalents  during 2000, was
primarily  attributable to the special  distribution to the Limited  Partners of
the net sales  proceeds  from  several  sales and a portion of the payoff of the
mortgage note  relating to the 1996 sale of the Property in St. Cloud,  Florida.
As of December 31, 2000,  the average  interest rate earned on the rental income
deposited in demand deposit accounts at commercial banks was approximately  2.7%
annually.   The  funds  remaining  at  December  31,  2000,   after  payment  of
distributions  and  other  liabilities,  will be used to meet the  Partnership's
working capital and other needs.

Short-Term Liquidity

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

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

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

         The Partnership  generally  distributes cash from operations  remaining
after the payment of the operating  expenses of the  Partnership,  to the extent
that  the  General  Partners   determine  that  such  funds  are  available  for
distribution.  Based on current and anticipated future cash from operations, and
for the years ended  December 31, 2000 and 1998, a portion of the sales proceeds
received from the sales of the Properties the Partnership declared distributions
to the Limited Partners of $2,375,000,  $2,000,000, and $3,838,327 for the years
ended  December  31,  2000,  1999,  and  1998,  respectively.   This  represents
distributions of $47.50, $40.00 and $76.77 per Unit for the years ended December
31,  2000,  1999,  and 1998,  respectively.  Distributions  for 2000  included a
special  distribution  to the  Limited  Partners  of $500,000 as a result of the
distribution of net sales proceeds from the sales of several  Properties and the
proceeds  from the  payoff of the  mortgage  note  related to the 1996 sale of a
Property in St. Cloud, Florida.  Distributions for 1998 included $1,838,327 as a
result of the distribution of net sales proceeds from the 1997 and 1998 sales of
Properties in Tampa and Port Orange,  Florida.  These special distributions were
effectively a return of a portion of the Limited Partners' investment, although,
in  accordance  with the  Partnership  agreement,  it was applied to the Limited
Partners' unpaid cumulative  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 1998.
No amounts  distributed  to the Limited  Partners  for the years ended  December
2000, 1999, and 1998, are required to be or have been treated by the Partnership
as a return of capital for purposes of calculating the Limited  Partners' return
on their adjusted capital contributions.  The Partnership intends to continue to
make distributions of cash available for distribution to the Limited Partners on
a quarterly basis.

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

         As of December 31, 2000,  1999, and 1998, the Partnership  owed $3,185,
$248,988  and  $128,548,   respectively,   to  affiliates   for  accounting  and
administrative  services.  As of March 15, 2001, the  Partnership had reimbursed
the  affiliates  all such  amounts.  In  addition,  during  2000 and  1998,  the
Partnership   incurred  $4,050  and  $65,400,   respectively,   in  real  estate
disposition  fees due to an affiliate as a result of its services in  connection
with the sale of the Properties in Belding,  Michigan,  Port Orange,  and Tampa,
Florida.  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
$483,803 at December 31, 2000, from $591,771 at December 31, 1999, primarily due
to the  Partnership  paying amounts accrued at December 31, 2000 relating to the
proposed and terminated merger with CNL American  Properties Fund, Inc. ("APF"),
as described below in "Termination of Merger." The General Partners believe that
the Partnership has sufficient cash on had to meet its working capital needs.

Long-Term Liquidity

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

Results of Operations

         During  1998,  the  Partnership  and its  consolidated  joint  venture,
CNL/Longacre  Joint  Venture,  owned  22  wholly  owned  and  leased  Properties
(including  two  Properties,  which were sold during  1998).  During  1999,  the
Partnership  and  CNL/Longacre  Joint Venture,  owned and leased 20 wholly owned
Properties (including two Properties, which were sold during 1999). During 2000,
the Partnership and CNL/Longacre  Joint Venture owned and leased 18 wholly owned
Properties  (including  one Property  which was sold during 2000).  In addition,
during 1998, the  Partnership  was a co-venturer in two separate  unconsolidated
joint  ventures  that each owned and  leased  one  Property.  During  1999,  the
Partnership was a co-venturer in three  unconsolidated  joint ventures that each
owned and leased one Property  (including  one Property in Halls Joint  Venture,
which was sold in 1999). During 2000, the Partnership was a co-venturer in three
unconsolidated joint ventures that each owned and leased one Property (including
one Property in Duluth  Joint  Venture the  Partnership's  interest in which was
sold in October 2000).  During 2000,  1999, and 1998, the Partnership  owned and
leased  two   Properties,   with   affiliates  of  the  General   Partners,   as
tenants-in-common.  As of December  31,  2000,  the  Partnership  owned,  either
directly or through joint  venture  arrangements,  21  Properties  which are, in
general,  subject to long-term,  triple-net leases. The leases of the Properties
provide for minimum base annual rental amounts (payable in monthly installments)
ranging from approximately  $42,300 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.   For  further   description  of  the
Partnership's  leases and Properties,  see Item 1. Business - Leases and Item 2.
Properties, respectively.

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
Partnership and its consolidated  joint venture earned  $1,251,723,  $1,255,050,
and $1,367,303,  respectively, in rental income from operating leases and earned
income from direct  financing  leases.  The decrease in rental and earned income
during  the year ended  December  31,  2000 and 1999,  each as  compared  to the
previous year was partially  attributable to a decrease of approximately $19,000
and $78,400,  respectively, as a result of the sale of several Properties during
2000 and 1999, as described above in "Capital Resources."

         Rental and earned income in 2000, 1999, and 1998 continued to remain at
reduced  amounts  due to the fact that the  Partnership  was not  receiving  any
rental  income  from the  Properties  in  Belding,  Michigan  and  Lebanon,  New
Hampshire  during  2000,  1999,  and 1998 as a result of the tenants  defaulting
under the terms of their leases and ceasing operations of the restaurants on the
Properties  during 1994. The Partnership sold the Property in Belding,  Michigan
in March 2000. The General Partners are currently seeking either a new tenant or
purchaser for the Property in Lebanon,  New Hampshire.  Rental and earned income
is  expected  to remain at reduced  amounts  until such time as the  Partnership
executes a new lease for the  Property in Lebanon,  New  Hampshire  or until the
Property  is sold  and  the  proceeds  from  such  sales  are  reinvested  in an
additional Property.

         Rental and earned  income  decreased  during 1999, as compared to 1998,
partially as a result of the Partnership  establishing an allowance for doubtful
accounts of  approximately  $4,700 for past due rental  amounts  relating to the
Property in Huron, Ohio, in accordance with the Partnership's collection policy.
The decrease in rental and earned  income during 2000,  was partially  offset by
the fact that during 2001, the Partnership received $150,000 as satisfaction for
outstanding   receivable  amounts  and  in  consideration  for  the  Partnership
releasing  the tenant  from its  obligations  under the lease.  The  Partnership
applied  approximately  $83,200  of these  amounts  to past due rental and other
amounts.  As  a  result,  in  2000,  the  Partnership  reversed  the  previously
established reserves and will recognize the remaining portion as income in 2001.
The General  Partners are  currently  seeking a new tenant or purchaser for this
Property.  Rental and earned  income is  expected  to remain at reduced  amounts
until such time as the Partnership  executes new lease for the Property or until
the  Property  is sold and the  proceeds  from such sales are  reinvested  in an
additional Property.

         Rental and earned income also decreased  during 1999, by  approximately
$12,800 due to the fact that in August  1998,  the  Partnership  terminated  the
lease with the tenant of the Property in  Daleville,  Indiana,  due to financial
difficulties  the tenant was  experiencing.  In March 2001, the partnership sold
the Property to an unrelated third party.  Rental and earned income are expected
to remain at reduced  levels  until the net sales  proceeds  are  invested in an
additional Property.

         In October 1995, the tenant ceased  operations of the Property in South
Haven, Michigan. In connection therewith, in June 1997, the Partnership incurred
renovation  costs to convert the Property into an Arby's  restaurant and entered
into an operating  agreement.  The decrease during 1999, was partially offset by
the fact that in March 1998, the  Partnership  entered into a new lease for this
Property,  and as a result,  rental and earned income increased by approximately
$7,300 during 1999.

         For the years ended December 31, 2000,  1999, and 1998, the Partnership
earned  $72,214,  $91,829,  and $133,179,  respectively,  in  contingent  rental
income.  The decrease in contingent  rental income during 2000 and 1999, each as
compared to the previous year, was partially  attributable  to (i) the fact that
the Partnership  sold several  Properties,  whose leases required the payment of
contingent  rental  income  and  (ii) a  decrease  in  gross  sales  of  certain
restaurant Properties requiring the payment of contingent rental income.

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
Partnership earned $155,098, $193,571, and $282,795,  respectively,  in interest
and other  income.  The decrease in interest and other income  during 2000,  and
1999,  each as compared to the previous year, was primarily  attributable to the
Partnership  collecting the outstanding  balance of the mortgage note related to
the sale of the Property in St.  Cloud,  Florida,  during 1999,  as described in
"Capital Resources."

         In addition, for the years ended December 31, 2000, 1999, and 1998, the
Partnership earned $151,430, $337,698, and $173,941, respectively,  attributable
to net income earned by  unconsolidated  joint ventures in which the Partnership
is a  co-venturer.  The  decrease in net income  earned by these joint  ventures
during  2000 as  compared to 1999 was  primarily  attributable  to the fact that
Halls Joint Venture,  in which the Partnership owned a 48.9% interest,  sold its
Property  during  1999.  During  2000,  the  Partnership  and its joint  venture
partners dissolved this joint venture.  In addition,  during 2000, the tenant of
the Property in Mesa,  Arizona in which the  Partnership  owns an approximate 42
percent  interest,  rejected its lease.  As a result,  the tenant  ceased making
rental  payments.  In  conjunction  with the  rejected  lease,  the  Partnership
reversed  approximately  $31,500 of accrued  rental  income The  accrued  rental
income was the accumulated amount of non-cash accounting  adjustments previously
recorded in order to recognize  future scheduled rent increases as income evenly
over the term of the lease. The Partnership will not recognize any rental income
from the  Property  until a new tenant is located or until the  Property is sold
and the proceeds from such sale are  reinvested in an additional  Property.  The
increase in net income earned by these joint  ventures  during 1999, as compared
to 1998, was primarily  attributable to the fact that in June 1999,  Halls Joint
Venture,  in which the Partnership owned a 48.9% interest,  recognized a gain of
approximately  $239,300 for financial reporting purposes as a result of the sale
of its Property,  as described  above in "Capital  Resources." In addition,  the
increase in net income  earned by joint  ventures  during  1999,  was  primarily
attributable to the fact that during 1998, the Partnership  reinvested a portion
of the net sales  proceeds it  received  from the 1997 and 1998 sales of several
Properties  in  a  Property  with  affiliates  of  the  General   Partners,   as
tenants-in-common  and acquired an interest in RTO Joint Venture with CNL Income
Fund III,  Ltd.,  an affiliate of the General  Partners,  as described  above in
"Capital Resources."

         During the year ended December 31, 2000, two lessees of the Partnership
and its  consolidated  joint venture,  Golden Corral  Corporation  and Slaymaker
Group,  Inc., each contributed more than ten percent of the Partnership's  total
rental,  earned,  and mortgage interest income (including rental income from the
Partnership's  consolidated  joint  venture and the  Partnership's  share of the
rental and earned  income  from two  Properties  owned by  unconsolidated  joint
ventures and two  Properties  owned with  affiliates of the General  Partners as
tenants-in-common).  As of December 31, 2000, Golden Corral  Corporation was the
lessee under leases relating to two restaurants  and Slaymaker  Group,  Inc. was
the lessee under a lease relating to one property. It is anticipated that, based
on the  minimum  rental  payments  required by the leases,  these  lessees  will
continue to contribute more than ten percent of the Partnership's  total rental,
earned and mortgage  interest income during 2001. In addition,  three Restaurant
Chains,  Golden Corral,  Taco Bell, and Tony Roma's Famous for Ribs Restaurants,
each  accounted  for more than ten percent of the  Partnership's  total  rental,
earned, and mortgage interest income during 2000,  (including rental income from
the Partnership's  consolidated joint venture and the Partnership's share of the
rental income from two Properties owned by unconsolidated joint ventures and two
Properties owned with affiliates of the General Partners as  tenants-in-common).
It is  anticipated  that these three  Restaurant  Chains  each will  continue to
account  for more than ten percent of the total  rental,  earned,  and  mortgage
interest  income to which the  Partnership  is  entitled  under the terms of the
leases and mortgage  note.  Any failure of these  lessees or  Restaurant  Chains
could materially affect the Partnership's  income if the Partnership is not able
to re-lease the Properties in a timely manner.

         Operating expenses,  including  depreciation and amortization  expense,
were $589,091,  $608,801,  and $520,292,  for the years ended December 31, 2000,
1999, and 1998, respectively. The decrease in operating expenses during 2000, as
compared  to 1999 and the  increase  during  1999,  as  compared  to  1998,  was
primarily due to the fact that the Partnership  incurred  $24,443,  $125,291 and
$14,644 during 2000, 1999 and 1998,  respectively,  in transaction costs related
to the General Partners retaining financial and legal advisors to assist them in
evaluating  and  negotiating  the  proposed and  terminated  merger with APF, as
described in "Termination of Merger."

         In  addition,  the  decrease  during  2000,  as compared  to 1999,  was
partially  attributable to, and the increase in operating  expenses during 1999,
as compared to 1998, was partially offset by, a decrease in depreciation expense
due to the sale of one  Property  in 2000 and the  sales of  several  Properties
during 1999 and 1998.  The  decrease  in  operating  expenses  during  2000,  as
compared  to 1999 was  partially  offset  by the fact  that  CNL/Longacre  Joint
Venture,  the  Partnership's   consolidated  joint  venture,   paid  $60,000  as
settlement for a lawsuit against the consolidated joint venture. Even though the
Partnership and  CNL/Longacre  Joint Venture  believed there was no merit to the
lawsuit,  they  elected to pay a  settlement  to avoid  incurring  legal fees to
defend this lawsuit. The joint venture also incurred additional fees during 2000
related to the settlement of the lawsuit. The Partnership and CNL/Longacre Joint
Venture do not anticipate incurring additional costs relating to this lawsuit.

         Operating  expenses were also higher during 1999 due to tenant defaults
under  the  terms of the  lease  arrangements  for the  Properties  in  Belding,
Michigan;  Daleville,  Indiana, and Lebanon,  New Hampshire.  In March 2000, the
Partnership sold its Property in Belding,  Michigan to an unrelated third party.
The  Partnership  and its  consolidated  joint  venture  have  incurred  and the
Partnership  expects to continue to incur certain expenses,  such as repairs and
maintenance,  insurance, and real estate taxes, relating to the remaining vacant
Properties as well as a vacant property in Huron, Ohio, until the Properties are
sold or re-leased to new tenants.

         In connection with the sale of its Properties in St. Cloud, Florida and
Myrtle Beach, South Carolina,  during 1997 and 1996, respectively,  as described
above in "Capital  Resources," the  Partnership  recognized a gain for financial
reporting purposes of $1,269,  $182,563 and $3,291, for the years ended December
31, 2000, 1999 and 1998, respectively. In accordance with Statement of Financial
Accounting  Standards  No.  66,  "Accounting  for  Sales  of Real  Estate,"  the
Partnership  recorded the sales using the installment sales method. As such, the
gains  on  the  sales  was  deferred  and  were  being   recognized   as  income
proportionately  as payments under the mortgage notes were  collected.  The gain
recognized during 1999, was higher than the gain recognized during 2000 and 1998
due to the fact that during 1999,  the  Partnership  collected  the  outstanding
balance  relating to the promissory note  collateralized  by the Property in St.
Cloud, Florida, as described above in "Capital Resources," which resulted in the
recognition of the remaining deferred gain on this Property.

         As a result of the sales of several  Properties and the  dissolution of
CNL/Longacre  Joint  Venture as  described  above in  "Capital  Resources,"  the
Partnership recognized gains totaling $9,763, $213,503 and $440,822 during 2000,
1999 and 1998, respectively, for financial reporting purposes. In addition, as a
result of the sale of the  Partnership's  interest in Duluth  Joint  Venture the
Partnership recognized a gain of $13,819 for financial reporting purposes during
2000.

         During 2000, 1999 and 1998, the Partnership  established allowances for
loss on assets of $109,919, $169,482, and $403,157,  respectively, for financial
reporting  purposes,  relating to  Properties  which became vacant and which the
Partnership  has not  successfully  re-leased.  The allowances  represented  the
difference  between the net carrying value at December 31, 2000,  1999 and 1998,
and their current estimated net realizable values. In addition,  as of September
30, 2000, the Partnership established an allowance for loss on assets of $32,454
for financial  reporting  purposes,  relating to the October 2000 acquisition of
CNL/Longacre Joint Venture,  as described in "Capital  Resources." The allowance
represented  the difference  between the net carrying value of the joint venture
and the estimated net realizable value of the joint venture.

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

         The  Partnership's  leases as of December  31,  2000,  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.  Management  expects that  increases in restaurant
sales  volumes  due to  inflation  and real  sales  growth  should  result in an
increase  in  rental  income  (for  certain  Properties)  over  time.  Continued
inflation also may cause capital  appreciation of the Partnership's  Properties.
Inflation and changing prices,  however,  also may have an adverse impact on the
sales  of  the  restaurants  and  on  potential  capital   appreciation  of  the
Properties.

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

         In June 1998, the Financial Accounting Standards Board issued Statement
of  Financial   Accounting   Standards  No.  133,   "Accounting  for  Derivative
Instruments and Hedging  Activities." The Statement  establishes  accounting and
reporting  standards for derivative  instruments,  including certain  derivative
instruments,   embedded  in  other  contracts   (collectively   referred  to  as
derivatives),  and for hedging activities. The Statement requires that an entity
recognize all  derivatives  as either assets or liabilities in the balance sheet
and  measure  those  instruments  at fair  value.  In June 1999,  the  Financial
Accounting  Standards Board issued Statement of Financial  Accounting  Standards
No.  137,  "Accounting  for  Derivative  Instruments  and Hedging  Activities  -
Deferral of the Effective  Date of FASB  Statement No. 133, an Amendment of FASB
Statement No. 133." FAS 137 deferred the effective date of FAS 133 for one year.
FAS 133,  as amended,  is now  effective  for all fiscal  quarters of all fiscal
years  beginning  after  June  15,  2000.  The  partnership  has  reviewed  both
statements and has determined  that both FAS 133 and FAS 137 do not apply to the
Partnership as of December 31, 2000.

Termination of Merger

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


Item 7A.  Quantitative and Qualitative Disclosures About Market Risk

         The Partnership accepted a promissory note in conjunction with the sale
of a Property. The General Partners believe that the estimated fair value of the
mortgage  note at  December  31, 2000  approximated  the  outstanding  principal
amount.  In February 2001, the Partnership  collected the outstanding  principal
balance and $12,084 of accrued interest relating to the mortgage note receivable
from  the  1995  sale of the  Partnership's  property  in  Myrtle  Beach,  South
Carolina.


Item 8.  Financial Statements and Supplementary Data


<PAGE>



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

                                    CONTENTS






                                                               Page

Report of Independent Certified Public Accountants              19

Financial Statements:

     Balance Sheets                                             20

     Statements of Income                                       21

     Statements of Partners' Capital                            22

     Statements of Cash Flows                                23-24

     Notes to Financial Statements                           25-42







<PAGE>








               Report of Independent Certified Public Accountants




To the Partners
CNL Income Fund V, Ltd.


In our opinion,  the financial  statements  listed in the index  appearing under
item 14(a)(1) present fairly, in all material  respects,  the financial position
of CNL Income Fund V, Ltd. (a Florida limited  partnership) at December 31, 2000
and 1999,  and the results of its  operations and its cash flows for each of the
three years in the period ended December 31, 2000 in conformity  with accounting
principles  generally accepted in the United States of America. In addition,  in
our opinion,  the financial  statement  schedules  listed in the index appearing
under item 14(a)(2) present fairly,  in all material  respects,  the information
set  forth  therein  when  read  in  conjunction  with  the  related   financial
statements. These financial statements and financial statement schedules are the
responsibility of the Partnership's management; our responsibility is to express
an opinion on these financial statements and financial statement schedules based
on our audits.  We conducted our audits of these  statements in accordance  with
auditing  standards  generally  accepted in the United States of America,  which
require that we plan and perform the audit to obtain reasonable  assurance about
whether the financial  statements  are free of material  misstatement.  An audit
includes  examining,  on a test  basis,  evidence  supporting  the  amounts  and
disclosures in the financial  statements,  assessing the  accounting  principles
used and  significant  estimates made by management,  and evaluating the overall
financial  statement  presentation.   We  believe  that  our  audits  provide  a
reasonable basis for our opinion.



/s/ PricewaterhouseCoopers LLP

Orlando, Florida
February 2, 2001, except for Note 13 for which the date is March 2, 2001



<PAGE>


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

                                 BALANCE SHEETS

<TABLE>
<CAPTION>
<S> <C>
                                                                                      December 31,
                                                                              2000                     1999
                                                                       -------------------      -------------------
                                ASSETS

Land and buildings on operating leases, less accumulated
     depreciation and allowance for loss on assets
                                                                              $ 8,767,623              $ 9,208,302
Net investment in direct financing leases                                       1,627,873                1,670,966
Investment in joint ventures                                                    1,939,860                2,534,850
Mortgage note receivable, less deferred gain                                      868,713                  868,309
Cash and cash equivalents                                                       1,137,958                1,984,879
Receivables, less allowance for doubtful accounts of
     $134,799 and $153,750, respectively
                                                                                  139,772                   54,580
Due from related parties                                                           11,409                       --
Prepaid expenses                                                                    2,810                    4,458
Accrued rental income                                                             352,238                  300,090
Other assets                                                                           --                   54,346
                                                                       -------------------      -------------------

                                                                             $ 14,848,256             $ 16,680,780
                                                                       ===================      ===================

            LIABILITIES AND PARTNERS' CAPITAL

Accounts payable                                                               $   34,182               $   81,476
Accrued real estate taxes payable                                                   7,012                    4,201
Distributions payable                                                             437,500                  500,000
Due to related parties                                                            107,135                  348,888
Rents paid in advance                                                               5,109                    6,094
                                                                       -------------------      -------------------
             Total liabilities                                                    590,938                  940,659

Minority interest                                                                      --                   77,373

Partners' capital                                                              14,257,318               15,662,748
                                                                       -------------------      -------------------

                                                                             $ 14,848,256             $ 16,680,780
                                                                       ===================      ===================


                See accompanying notes to financial statements.
<PAGE>


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

                              STATEMENTS OF INCOME


                                                                                Year Ended December 31,
                                                                              2000                 1999              1998
                                                                         ----------------    -----------------  ----------------

Revenues:
     Rental income from operating leases                                    $  1,068,679         $  1,077,199      $  1,168,301
     Earned income from direct financing leases                                  183,044              177,851           199,002
     Contingent rental income                                                     72,214               91,829           133,179
     Interest and other income                                                   155,098              193,571           282,795
                                                                         ----------------    -----------------  ----------------
                                                                               1,479,035            1,540,450         1,783,277
                                                                         ----------------    -----------------  ----------------
Expenses:
     General operating and administrative                                        222,866              150,715           166,878
     Professional services                                                        74,222               48,751            20,542
     Bad debt expense                                                                 --                   --             5,882
     Real estate taxes                                                            30,934               33,857            35,434
     State and other taxes                                                         7,381                6,927             9,658
     Depreciation                                                                229,245              243,260           267,254
     Transaction costs                                                            24,443              125,291            14,644
                                                                         ----------------    -----------------  ----------------
                                                                                 589,091              608,801           520,292
                                                                         ----------------    -----------------  ----------------

Income Before Minority Interest in Loss of Consolidated Joint
     Venture, Equity in Earnings of Unconsolidated Joint Ventures,
     Gain on Dissolution of Consolidated Joint Venture, Gain on Sale
     of Assets and Provision for Loss on Assets                                  889,944              931,649         1,262,985

Minority Interest in Loss of Consolidated Joint Venture                           45,718               78,543            67,013

Equity in Earnings of Unconsolidated Joint Ventures                              151,430              337,698           173,941

Gain on Sale of Assets                                                            24,851              396,066           444,113

Provision for Loss on Assets                                                    (142,373  )          (308,310  )       (403,157 )
                                                                         ----------------    -----------------  ----------------

Net Income                                                                   $   969,570         $  1,435,646      $  1,544,895
                                                                         ================    =================  ================

Allocation of Net Income
     General partners                                                           $     --          $    10,296        $    9,748
     Limited partners                                                            969,570            1,425,350         1,535,147
                                                                         ----------------    -----------------  ----------------

                                                                             $   969,570         $  1,435,646         1,544,895
                                                                         ================    =================  ================

Net Income Per Limited Partner Unit                                           $    19.39           $    28.51        $    30.70
                                                                         ================    =================  ================

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


                See accompanying notes to financial statements.

<PAGE>


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

                         STATEMENTS OF PARTNERS' CAPITAL

                  Years Ended December 31, 2000, 1999, and 1998


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

Balance, December 31, 1997     $  343,200    $   150,782   $  25,000,000    $(19,768,240)   $ 15,659,792  $ (2,865,000) $18,520,534

    Distributions to limited
       partners ($76.77 per
       limited partner  unit)         --             --              --       (3,838,327)            --             --   (3,838,327)
    Net income                        --          9,748              --          --            1,535,147            --    1,544,895
                              -----------  -------------   ---------------  ------------- --------------- ------------   ----------

Balance, December 31, 1998      $ 343,200        160,530      25,000,000     (23,606,567)     17,194,939    (2,865,000)  16,227,102

    Distributions to limited
       partners ($40.00 per
       limited partner  unit)         --             --              --       (2,000,000)            --            --    (2,000,000)
    Net income                        --         10,296              --          --            1,425,350           --     1,435,646
                              -----------  -------------   ---------------- ------------- --------------- -------------   ---------

Balance, December 31, 1999      $ 343,200        170,826      25,000,000     (25,606,567)     18,620,289    (2,865,000)  15,662,748

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

Balance, December 31, 2000      $ 343,200    $   170,826   $  25,000,000    $(27,981,567)   $ 19,589,859  $ (2,865,000)  $14,257,318
                              ===========  =============    =============   =============  ============== ==============  ==========



                See accompanying notes to financial statements.
<PAGE>


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

                            STATEMENTS OF CASH FLOWS




<PAGE>


                                                                          Year Ended December 31,
                                                                    2000                1999              1998
                                                               ----------------    ---------------   ----------------

Increase (Decrease) in Cash and Cash Equivalents:

Cash Flows from Operating Activities:
   Cash received from tenants                                     $  1,222,630        $ 1,353,143       $ 1,490,412
   Distributions from unconsolidated joint ventures                    189,895            214,838           215,839
   Cash paid for expenses                                             (647,634 )         (168,342 )        (331,363  )
   Interest received                                                   139,182            195,926           274,847
                                                               ----------------    ---------------   ----------------
       Net cash provided by operating activities                       904,073          1,595,565         1,649,735
                                                               ----------------    ---------------   ----------------

Cash Flows from Investing Activities:
   Proceeds from sale of land and buildings                            126,947          1,113,759         2,125,220
   Additions to land and buildings on operating leases                 (20,000 )               --          (125,000  )
   Return of capital from joint venture                                662,195                 --                --
   Investment in joint ventures                                        (91,851 )         (129,978 )        (765,201  )
   Collections on mortgage notes receivable                              9,215          1,052,885            19,931
                                                               ----------------    ----------------------------------
       Net cash provided by investing activities                       686,506          2,036,666         1,254,950
                                                               ----------------    ----------------------------------

Cash Flows from Financing Activities:
   Distributions to limited partners                                (2,437,500 )       (2,000,000 )      (3,913,327  )
                                                               ----------------    ---------------   ----------------
       Net cash used in financing activities                        (2,437,500 )       (2,000,000 )      (3,913,327  )
                                                               ----------------    ---------------   ----------------

Net Increase (Decrease) in Cash and Cash Equivalents                  (846,921 )        1,632,231        (1,008,642  )

Cash and Cash Equivalents at Beginning of Year                       1,984,879            352,648         1,361,290
                                                               ----------------    ---------------   ----------------

Cash and Cash Equivalents at End of Year                          $  1,137,958        $ 1,984,879        $  352,648
                                                               ================    ===============   ================


                See accompanying notes to financial statements.
<PAGE>


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

                      STATEMENTS OF CASH FLOWS - CONTINUED


                                                                               Year Ended December 31,
                                                                      2000               1999              1998
                                                                 ---------------    ---------------    --------------


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

   Net Income                                                         $ 969,570         $1,435,646        $1,544,895
                                                                 ---------------    ---------------    --------------

   Adjustments  to  reconcile  net  income  to net
     cash  provided  by  operating activities:
      Depreciation                                                      229,245            243,260           267,254
      Minority interest in loss of consolidated joint
         venture                                                        (45,718 )          (78,543 )         (67,013 )
      Equity in earnings of unconsolidated joint
         ventures, net of distributions                                  38,465           (122,860 )          41,898
      Gain on sale of assets                                            (24,851 )         (396,066 )        (444,113 )
      Bad debt expense                                                       --                 --             5,882
      Provisions for loss on assets                                     142,373            308,310           403,157
      Decrease in net investment in direct financing
         leases                                                          43,093             38,000            38,017
      Decrease (increase) in accrued interest on mortgage
         note receivable                                                 (8,350 )            9,429            (6,533 )
      Decrease (increase) in receivables                                (95,673 )           31,982            17,333
      Decrease (increase) in prepaid expenses                             1,648             (2,586 )           7,435
      Increase in accrued rental income                                 (52,148 )          (60,127 )         (70,237 )
      Increase (decrease) in accounts payable and accrued
         expenses                                                       (45,865 )           67,770          (100,554 )
      Increase (decrease) in due to related parties                    (246,731 )          121,368            19,181
      Decrease in rents paid in advance and deposits                       (985 )              (18 )          (6,867 )
                                                                 ---------------    ---------------    --------------
           Total adjustments                                            (65,497 )          159,919           104,840
                                                                 ---------------    ---------------    --------------

    Net Cash Provided by Operating Activities                         $ 904,073         $1,595,565        $1,649,735
                                                                 ===============    ===============    ==============

    Supplemental Schedule of Non-Cash Investing and
      Financing Activities:

      Deferred real estate disposition fees incurred
         and unpaid at end of year                                    $   4,050             $   --         $  65,400
                                                                 ===============    ===============    ==============

      Distributions declared and unpaid at
         December 31                                                  $ 437,500          $ 500,000         $ 500,000
                                                                 ===============    ===============    ==============


</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, 2000, 1999, and 1998


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 percent  shareholders of
         the Corporate General Partner. The general partners have responsibility
         for managing the day-to-day operations of the Partnership.

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

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

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


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

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

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

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

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


<PAGE>


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

                   NOTES TO FINANCIAL STATEMENTS - CONTINUED.
                    -----------------------------------------

                  Years Ended December 31, 2000, 1999, and 1998


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

         The Partnership  accounts for its interest in Cocoa Joint Venture,  RTO
         Joint Venture,  and a property in each of Mesa,  Arizona and Vancouver,
         Washington,  held as  tenants-in-common  with affiliates of the general
         partners,  using the equity method since the Partnership shares control
         with affiliates which have the same general partners.

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

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

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

         Additionally,  for tax  purposes,  syndication  costs are  included  in
         Partnership equity and in the basis of each partner's  investment.  For
         financial  reporting  purposes,  syndication  costs are netted  against
         partners' capital and represent a reduction of Partnership equity and a
         reduction in the basis of each partner's investment.

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


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

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


         Statement of  Financial  Accounting  Standards  No. 133 ("FAS 133") and
         Statement of Financial  Accounting  Standards  No. 137 ("FAS 137") - In
         June 1998, the Financial Accounting Standards Board issued Statement of
         Financial  Accounting  Standards No. 133,  "Accounting  for  Derivative
         Instruments  and  Hedging   Activities."   The  Statement   establishes
         accounting  and  reporting   standards  for   derivative   instruments,
         including certain derivative  instruments,  embedded in other contracts
         (collectively referred to as derivatives),  and for hedging activities.
         The Statement  requires that an entity  recognize  all  derivatives  as
         either  assets or  liabilities  in the balance  sheet and measure those
         instruments  at fair  value.  In June 1999,  the  Financial  Accounting
         Standards Board issued Statement of Financial  Accounting Standards No.
         137,  "Accounting for Derivative  Instruments and Hedging  Activities -
         Deferral of the Effective  Date of FASB Statement No. 133, an Amendment
         of FASB  Statement No. 133." FAS 137 deferred the effective date of FAS
         133 for one year. FAS 133, as amended,  is now effective for all fiscal
         quarters  of all  fiscal  years  beginning  after  June 15,  2000.  The
         Partnership  has reviewed both  statements and has determined that both
         FAS 133 and FAS 137 do not apply to the  Partnership as of December 31,
         2000.

2.       Leases:
         --------

         The Partnership leases its land and buildings primarily to operators of
         national and  regional  fast-food  and  family-style  restaurants.  The
         leases are accounted for under the provisions of Statement of Financial
         Accounting  Standards  No.  13,  "Accounting  for  Leases."  The leases
         generally are classified as operating leases; however, some leases have
         been classified as direct financing  leases.  Substantially  all leases
         are for 15 to 20 years and provide for minimum and contingent  rentals.
         In  addition,   the  tenant  generally  pays  all  property  taxes  and
         assessments,  fully maintains the interior and exterior of the building
         and carries insurance  coverage for public liability,  property damage,
         fire and extended  coverage.  The lease options generally allow tenants
         to renew the leases for two

<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


2.       Leases-Continued:
         ----------------

         to five  successive  five-year  periods  subject  to the same terms and
         conditions as the initial  lease.  Most leases also allow the tenant to
         purchase the property at fair market value after a specified portion of
         the lease has elapsed.

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

         Land and  buildings on operating  leases  consisted of the following at
         December 31:
<TABLE>
<CAPTION>
<S> <C>
                                                    2000               1999
                                                 ----------------   ----------------

                 Land                               $  4,649,824       $  4,763,707
                 Buildings                             6,860,336          7,405,142
                                                 ----------------   ----------------
                                                      11,510,160         12,168,849

                 Less accumulated depreciation        (2,116,569 )       (1,998,386 )
                                                 ----------------   ----------------
                                                       9,393,591         10,170,463
                 Less allowance for loss on
                      land and buildings                (625,968 )         (962,161 )
                                                 ----------------   ----------------

                                                    $  8,767,623       $  9,208,302
                                                 ================   ================

</TABLE>

         In 1997, the Partnership established an allowance for loss on assets of
         $99,023, for financial reporting purposes,  relating to the property in
         Lebanon,   New   Hampshire   which  was  owned  by  the   Partnership's
         consolidated joint venture, CNL/Longacre Joint Venture. Due to the fact
         that the Partnership  has not been able to  successfully  re-lease this
         property, at December 31, 1998, the Partnership increased the allowance
         by  $122,875  for  this  property.   In  addition,   during  1999,  the
         Partnership  increased  the  allowance by $169,482  for this  property,
         based  on a  change  in the  estimated  net  realizable  value  for the
         property.  The allowance  represented  the  difference  between the net
         carrying  value of the property at December 31, 1999, and the estimated
         net realizable value of the property.  In October 2000, the Partnership
         acquired the remaining  33.5%  interest in  CNL/Longacre  Joint Venture
         from its joint venture partner (see Note 5).


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         At December 31, 1998, the Partnership also established an allowance for
         loss  on  assets  of  $124,670  relating  to the  property  located  in
         Daleville,  Indiana,  due to the fact that the  tenant  terminated  the
         lease with the Partnership.  During 2000, the Partnership increased its
         allowance by $109,919 for the property in  Daleville,  Indiana based on
         the net sales proceeds received by the Partnership from the sale of the
         property in March 2001 (see Note 13).  The  allowance  represented  the
         difference  between the net carrying  value of the property at December
         31, 2000, and the net sales proceeds received in March 2001.

         In addition, in 1997, the Partnership established an allowance for loss
         on assets of $151,672 for financial reporting purposes, relating to the
         property in Belding,  Michigan. The Partnership increased the allowance
         by  $155,612  during  1998  based  on a  change  in the  estimated  net
         realizable  value for the  property.  In  addition,  during  1999,  the
         Partnership  increased the allowance by $138,828  which  represents the
         difference  between the carrying  value of the property at December 31,
         1999 and the net  sales  proceeds  from the sale of the  property  to a
         third party in March 2000. In connection with the sale, the Partnership
         incurred a  deferred,  subordinated,  real  estate  disposition  fee of
         $4,050 (see Note 10).

         During the year ended  December  31,  1999,  the  Partnership  sold its
         properties  in Endicott and Ithaca,  New York to the tenant for a total
         of $1,125,000 and received net sales proceeds of $1,113,759,  resulting
         in a total gain of $213,503 for  financial  reporting  purposes.  These
         properties were originally acquired by the Partnership in December 1989
         and had costs totaling  approximately  $942,000,  excluding acquisition
         fees and miscellaneous acquisition expenses; therefore, the Partnership
         sold these properties for a total of  approximately  $171,800 in excess
         of their original purchase price.

         Some leases provide for escalating  guaranteed minimum rents throughout
         the  lease  terms.  Income  from  these  scheduled  rent  increases  is
         recognized on a straight-line  basis over the terms of the leases.  For
         the years ended  December 31, 2000,  1999,  and 1998,  the  Partnership
         recognized $52,148, $60,127, and $70,237,  respectively, of such rental
         income.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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


         The following is a schedule of the future  minimum lease payments to be
         received on noncancellable operating leases at December 31, 2000:

                         2001                        $1,011,773
                         2002                           957,742
                         2003                           987,672
                         2004                           990,720
                         2005                           868,146
                         Thereafter                   6,299,204
                                               -----------------
                                                    $11,115,257
                                               =================


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

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

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

                                                2000                 1999
                                        ----------------     ----------------

             Minimum lease payments
                  receivable                $ 2,817,960          $ 3,039,591
             Estimated residual values          566,502              566,502
             Less unearned income            (1,756,589 )         (1,935,127 )
                                        ----------------     ----------------

             Net investment in direct
                  financing leases          $ 1,627,873          $ 1,670,966
                                        ================     ================



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         The  following  is a schedule of future  minimum  lease  payments to be
         received on direct financing leases at December 31, 2000:

                        2001                            $ 220,518
                        2002                              220,518
                        2003                              220,518
                        2004                              220,518
                        2005                              220,518
                        Thereafter                      1,715,370
                                                  ----------------

                                                       $2,817,960
                                                  ================

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

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

         As of December  31,  2000,  the  Partnership  had a 43  percent,  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, 2000,  the  Partnership  owned a
         42.09% and a 27.78% interest in the properties, respectively.

         In June 1999,  Halls Joint Venture,  in which the  Partnership  owned a
         48.9% interest,  sold its property to the tenant in accordance with the
         purchase option under the lease  agreement for $891,915.  This resulted
         in a gain to the joint venture of approximately  $239,300 for financial
         reporting  purposes.  The property was originally  contributed to Halls
         Joint  Venture in February  1990 and had a total cost of  approximately
         $672,000,  excluding  acquisition  fees and  miscellaneous  acquisition
         expenses;   therefore,   the  joint   venture  sold  the  property  for
         approximately $219,900 in excess of its original purchase price. During
         2000, the Partnership and the joint venture  partner  liquidated  Halls
         Joint  Venture and the  Partnership  received its pro rata share of the
         liquidation  proceeds.  No gain or loss was  recorded  relating  to the
         liquidation.

<PAGE>

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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         In  December  1999,  the  Partnership  entered  into  a  joint  venture
         arrangement,  Duluth Joint Venture, with CNL Income Fund VII, Ltd., CNL
         Income Fund XIV, Ltd., and CNL Income Fund XV, Ltd., each of which is a
         Florida limited  partnership and an affiliate of the general  partners,
         to construct and hold one  restaurant  property.  During 2000 and 1999,
         the  Partnership  contributed  $91,851 and $129,979,  respectively,  to
         Duluth Joint Venture to purchase the land for  construction  costs.  In
         October  2000,  the  Partnership  sold its 12 percent  interest  to CNL
         Income  Fund VII,  Ltd.,  an  affiliate  of the  general  partners  for
         $221,830  resulting  in a  gain  of  $13,819  for  financial  reporting
         purposes.

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

         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.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         The following presents the combined condensed financial information for
         all of the Partnership's investments in joint ventures at December 31:
<TABLE>
<CAPTION>
<S> <C>
                                                                           2000                 1999
                                                                    -----------------    -----------------

              Land and buildings on operating leases, less
                  accumulated depreciation                                $ 4,077,033           $5,234,614
              Net investment in direct financing lease                        799,018              808,773
              Cash                                                             15,476              934,873
              Receivables                                                      14,624               13,051
              Prepaid expenses                                                    422                  823
              Accrued rental income                                           127,265              106,225
              Liabilities                                                      49,512               59,298
              Partners' capital                                             4,984,326            7,039,061
              Revenues                                                        478,610              634,266
              Gain on sale of assets                                               --              239,336
              Net income                                                      387,305              780,488
</TABLE>


         The Partnership  recognized  income totaling  $151,430,  $337,698,  and
         $173,941  for the  years  ended  December  31,  2000,  1999,  and 1998,
         respectively, from these joint ventures.

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

         In  connection  with the sale in 1995 of its property in Myrtle  Beach,
         South  Carolina,  the  Partnership  accepted a  promissory  note in the
         principal  sum  of  $1,040,000,  collateralized  by a  mortgage  on the
         property. The promissory note bears interest at 10.25% per annum and is
         being collected in 59 equal monthly  installments of $9,319,  including
         interest.  As a result  of this  sale  being  accounted  for  using the
         installment sales method for financial  reporting  purposes as required
         by Statement of Financial  Accounting Standards No. 66, "Accounting for
         Sales of Real  Estate,"  the  Partnership  recognized a gain of $1,269,
         $1,255 and $1,134,  for financial  reporting  purposes during the years
         ended  December 31, 2000,  1999,  and 1998,  respectively.  In February
         2001, the Partnership received a balloon

<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         payment of $999,083 which included the  outstanding  principal  balance
         and $12,084 of accrued interest (see Note 13).

         In addition, in connection with the sale in 1996 of its property in St.
         Cloud,  Florida,  the  Partnership  accepted a  promissory  note in the
         principal  sum of  $1,057,299,  representing  the  balance of the sales
         price of $1,050,000  plus tenant  closing costs in the amount of $7,299
         that the  Partnership  financed on behalf of the  tenant.  The note was
         collateralized by a mortgage on the property.  The promissory note bore
         interest  at a rate of 10.75% per annum and was being  collected  in 12
         monthly  installments  of interest  only,  and  thereafter in 168 equal
         monthly  installments  of principal and  interest.  As a result of this
         sale  being  accounted  for  using the  installment  sales  method  for
         financial  reporting  purposes as required by  Statement  of  Financial
         Accounting Standards No. 66, "Accounting for Sales of Real Estate," the
         Partnership recognized a gain of $2,157 for the year ended December 31,
         1998.  During  the  year  ended  December  31,  1999,  the  Partnership
         collected  the  outstanding  balance  of  $1,043,770  relating  to  the
         promissory note and in connection  therewith,  recognized the remaining
         gain of $181,308 relating to the property sale.

         The mortgage note receivable consisted of the following at December 31:
<TABLE>
<CAPTION>
<S> <C>
                                                         2000             1999
                                                     --------------   -------------

             Principal balance                         $   987,881      $  997,096
             Accrued interest receivable                    16,866           8,516
             Less deferred gains on sale of assets        (136,034 )      (137,303 )
                                                     --------------   -------------

                                                       $   868,713      $  868,309
                                                     ==============   =============
</TABLE>

         The general partners believe that the estimated fair values of mortgage
         note  receivable  at  December  31,  2000  and  1999,  approximate  the
         outstanding  principal amount based on estimated current rates at which
         similar  loans would be made to borrowers  with similar  credit and for
         similar maturities.

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

         In June 1997, the Partnership  terminated the leases with the tenant of
         the properties in  Connorsville  and Richmond,  Indiana.  In connection
         therewith, the Partnership accepted a


<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         promissory note from the former tenant for $35,297 for amounts relating
         to past due real estate taxes. The promissory note is uncollateralized,
         bears  interest  at a rate  of ten  percent  per  annum,  and is  being
         collected in 36 monthly installments.  Receivables at December 31, 2000
         and 1999,  included  $4,401 and $9,218,  respectively  of such amounts,
         including   accrued   interest  of  $67  and  $76  in  2000  and  1999,
         respectively.

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

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

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

<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998



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

         capital accounts balances, in proportion to such balances, up to amount
         sufficient  to  reduce  such  positive   balances  to  zero,   and  (v)
         thereafter, any funds remaining shall then be distributed 95 percent to
         the limited partners and five percent to the general partners.

         Effective  January 1, 2000, the general  partners waived their right to
         receive  future  distributions  from the  Partnership,  including  both
         distributions  of operating cash flow and  distributions of liquidation
         proceeds,   to  the  extent   that  the   cumulative   amount  of  such
         distributions would exceed the balance in the general partners' capital
         account as of December  31,  1999.  Accordingly,  for years  commencing
         January  1,  2000 and  after,  the  partnership's  net  income  will be
         allocated entirely among the limited partners.  However,  if losses are
         allocated to the general  partners in a year, an amount of income equal
         to the sum of such losses may be allocated to the general partners in 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 year ended December 31, 2000.

         During  the  years  ended  December  31,  2000,  1999,  and  1998,  the
         Partnership   declared   distributions   to  the  limited  partners  of
         $2,375,000, $2,000,000, and $3,838,327, respectively. Distributions for
         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.  Distributions for 1998 included $1,838,327 as a result of the
         distribution  of net sales proceeds from the 1997 and 1998 sales of the
         properties  in Tampa  and Port  Orange,  Florida.  These  amounts  were
         applied  toward  the  limited   partners'  10%  Preferred   Return.  No
         distributions have been made to the general partners to date.


<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         The following is a reconciliation of net income for financial reporting
         purposes to net income for federal  income tax  purposes  for the years
         ended December 31:
<TABLE>
<CAPTION>
<S><C>
                                                                    2000             1999              1998
                                                                --------------   --------------   ---------------

          Net income for financial reporting purposes              $  969,570      $ 1,435,646       $ 1,544,895

          Depreciation for tax reporting purposes less than
               (in excess of) depreciation for financial
               reporting purposes                                     (31,908 )        (35,961 )          18,802

          Gain on disposition of assets for financial
               reporting purposes in excess of gain for tax
               reporting purposes                                    (377,255 )        (13,664 )         (16,347 )

          Allowance for loss on assets                                142,373          308,310           403,157

          Direct financing leases recorded as operating
               leases for tax reporting purposes                       43,093           37,999            38,017

          Equity in earning of  unconsolidated  joint
               ventures for tax reporting purposes in
               excess of equity in earnings of unconsolidated
               joint ventures for financial
               reporting purposes                                       4,135            4,201            10,795

          Capitalization (deduction) of transaction costs
               for tax reporting purposes                            (139,935 )        125,291            14,644

          Allowance for doubtful accounts                             (18,951 )         12,245             3,613

          Accrued rental income                                       (52,148 )        (60,127 )         (70,237 )

          Capitalization of administrative expenses for tax
               reporting purposes                                         255               --            22,990

          Rents paid in advance                                          (985 )            (18 )          (6,867 )

          Minority interest in temporary differences of
               consolidated joint venture                               2,620          (55,146 )         (84,622 )

          Other                                                        (8,745 )             --             1,705
                                                                --------------   --------------   ------------------

          Net income for federal income tax purposes               $  532,119      $ 1,758,776       $ 1,880,545
                                                                ==============   ==============   ==================

</TABLE>

<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         One of the individual general partners, James M. Seneff, Jr., is one of
         the principal  shareholders of CNL Holdings,  Inc. The other individual
         general partner, Robert A. Bourne, serves as President and Treasurer of
         CNL Financial  Group,  Inc., a wholly owned subsidiary of CNL Holdings,
         Inc. CNL Fund  Advisors,  Inc.  (the  "Advisor")  was a majority  owned
         subsidiary  of CNL  Financial  Group,  Inc.  until it  merged  with CNL
         American  Properties Fund, Inc. ("APF"),  effective  September 1, 1999.
         The individual general partners are stockholders and directors of APF.

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

         The Advisor of the  Partnership is also entitled to receive a deferred,
         subordinated real estate  disposition fee, payable upon the sale of one
         or more  properties  based on the lesser of one-half  of a  competitive
         real  estate  commission  or three  percent  of the sales  price if the
         Advisor  provides a substantial  amount of services in connection  with
         the  sale.  However,  if the net sales  proceeds  are  reinvested  in a
         replacement  property,  no such real  estate  disposition  fees will be
         incurred  until  such  replacement  property  is sold and the net sales
         proceeds are  distributed.  The payment of the real estate  disposition
         fee is  subordinated  to the receipt by the  limited  partners of their
         aggregate   10%  Preferred   Return,   plus  their   adjusted   capital
         contributions.  During the years ended  December 31, 2000 and 1998, the
         Partnership  incurred a deferred,  subordinated real estate disposition
         fees of $4,050 and $65,400, respectively, as the result of the sales of
         properties  during  2000  and  1998.  No  deferred,  subordinated  real
         disposition  fee was incurred for the year ended  December 31, 1999 due
         to the reinvestment of net sales proceeds in additional properties.


<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         During the years ended  December 31, 2000,  1999, and 1998, the Advisor
         and its  affiliates of the general  partners,  provided  accounting and
         administrative  services  to  the  Partnership  on a  day-to-day  basis
         including  services relating to the proposed and terminated merger. The
         Partnership incurred $83,476,  $97,136, and $94,611 for the years ended
         December 31, 2000, 1999, and 1998, respectively, for such services.

         The due to related parties consisted of the following at December 31:
<TABLE>
<CAPTION>
<S> <C>
                                                                         2000                 1999
                                                                   -----------------    ------------------

               Due to the Advisor and its affiliates:
                    Expenditures incurred on behalf of
                    the Partnership                                          $   --            $  153,743
                    Accounting and administrative services
                                                                              3,185                95,245
                    Deferred, subordinated real estate
                    disposition fee                                         103,950                99,900
                                                                   -----------------    ------------------

                                                                          $ 107,135            $  348,888
                                                                   =================    ==================
</TABLE>

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

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

                                        2000        1999          1998
                                    ------------ -----------  ------------

         Golden Corral Corporation     $195,511    $195,511      $195,511
         Slaymaker Group, Inc.          182,817     184,082           N/A



<PAGE>


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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         In addition,  the following schedule presents total rental, earned, and
         mortgage  interest  income  from  individual  restaurant  chains,  each
         representing more than ten percent of the  Partnership's  total rental,
         earned, and mortgage interest income (including the Partnership's share
         of  total  rental  and  earned  income  from  joint  ventures  and  the
         properties  held as  tenants-in-common  with  affiliates of the general
         partners) for each of the years ended December 31:
<TABLE>
<CAPTION>
<S> <C>
                                                               2000               1999                1998
                                                          ---------------    ----------------    ---------------

              Golden Corral Family Steakhouse
                                                                $195,511            $195,511          $ 195,511
              Tony Roma's                                        182,817             184,082            184,082
              Taco Bell                                          173,908             184,260                N/A
              Wendy's Old Fashioned Hamburger
                   Restaurant                                        N/A                 N/A            220,347
</TABLE>

         The  information   denoted  by  N/A  indicates  that  for  each  period
         presented,  the tenant and the chains did not  represent  more than ten
         percent  of  the  Partnership's  total  rental,  earned,  and  mortgage
         interest income.

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


<PAGE>



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

                    NOTES TO FINANCIAL STATEMENTS - CONTINUED

                  Years Ended December 31, 2000, 1999, and 1998


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

         The following table presents  selected  unaudited  quarterly  financial
         data for each full  quarter  during they years ended  December 31, 2000
         and 1999:
<TABLE>
<CAPTION>
<S> <C>
       2000 Quarter              First              Second              Third             Fourth              Year
  -----------------------   ----------------    ---------------    ----------------    -------------     ----------------

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

  1999 Quarter                   First              Second              Third             Fourth              Year
                            ----------------    ---------------    ----------------    -------------     ----------------

  Revenues (1)                    $ 458,808          $ 548,888           $ 490,525         $458,470           $1,956,691
  Net Income                        703,071            372,205             162,601          197,769            1,435,646
  Net income per
      limited partner
      unit                            13.95               7.37                3.22             3.97                28.51

</TABLE>

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

13.      Subsequent Event:
         -----------------

         In February 2001, the Partnership  collected the outstanding  principal
         balance and $12,084 of accrued  interest  relating to the mortgage note
         receivable from the 1995 sale of the  Partnership's  property in Myrtle
         Beach, South Carolina.

         On March 2, 2001,  the  Partnership  sold its  property  in  Daleville,
         Indiana for $325,000 and received net sales  proceeds of $296,708  (see
         Note 3).


<PAGE>



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

         None.


                                    PART III


Item 10.  Directors and Executive Officers of the Registrant

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

         James M. Seneff, Jr., age 54. Since 1971, Mr. Seneff has been active in
         the  acquisition,  development,  and management of real estate projects
         and, directly or through an affiliated  entity, has served as a general
         partner or co-venturer in over 100 real estate ventures. These ventures
         have involved the financing, acquisition,  construction, and leasing of
         restaurants,  office buildings,  apartment complexes, hotels, and other
         real  estate.  Mr.  Seneff has served as Director  and  Chairman of the
         Board of CNL American Properties Fund, Inc. ("APF"), a public, unlisted
         real estate  investment  trust,  since 1994. Mr. Seneff served as Chief
         Executive  Officer of APF from 1994 through  August 1999 and has served
         as Co-Chief  Executive  Officer of APF since  December 2000. Mr. Seneff
         served as Chairman of the Board and Chief Executive Officer of CNL Fund
         Advisors (the  "Advisor")  until it merged with APF in September  1999,
         and in June 2000, was re-elected to those positions of the Advisor. 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. Mr. Seneff also serves as a Director,
         Chairman of the Board and Chief  Executive  Officer of CNL  Hospitality
         Properties,  Inc., a public,  unlisted real estate investment trust, as
         well as, CNL Hospitality Corp., its advisor. In addition,  he serves as
         a Director,  Chairman of the Board and Chief  Executive  Officer of CNL
         Retirement Properties,  Inc., a public, unlisted real estate investment
         trust and its advisor,  CNL Retirement Corp. Since 1992, Mr. Seneff has
         also  served as a Director,  Chairman of the Board and Chief  Executive
         Officer of  Commercial  Net Lease  Realty,  Inc.,  a public real estate
         investment  trust  that is listed on the New York Stock  Exchange.  Mr.
         Seneff has also served as a  Director,  Chairman of the Board and Chief
         Executive  Officer of CNL Securities  Corp.  since 1979; CNL Investment
         Company since 1990; and CNL Institutional Advisors,  Inc., a registered
         investment  advisor for pension plans,  since 1990. Mr. Seneff formerly
         served as a Director of First Union National Bank of Florida, N.A., and
         currently  serves as the Chairman of the Board of CNL Bank.  Mr. Seneff
         previously  served on the Florida  State  Commission on Ethics and is a
         former  member and past  Chairman  of the State of  Florida  Investment
         Advisory   Council,   which   recommends   to  the  Florida   Board  of
         Administration  investments  for various  Florida  employee  retirement
         funds.  The  Florida  Board  of  Administration,   Florida's  principal
         investment   advisory  and  money  management   agency,   oversees  the
         investment  of more than $60 billion of  retirement  funds.  Mr. Seneff
         received  his degree in  Business  Administration  from  Florida  State
         University in 1968.

         Robert A.  Bourne,  age 53. Mr.  Bourne has  participated  as a general
         partner or co-venturer in over 100 real estate ventures involved in the
         financing,  acquisition,  construction,  and  leasing  of  restaurants,
         office buildings,  apartment complexes,  hotels, and other real estate.
         Mr.  Bourne is Director and Vice  Chairman of the Board of Directors of
         APF. Mr. Bourne  served as President of APF from 1994 through  February
         1999. He also served as Treasurer  from  February  1999 through  August
         1999 and from May 1994 through December 1994. He also served in various
         executive  positions  with the  Advisor  prior to its  merger  with 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.  (formerly  CNL Group,  Inc.);
         Director,  Vice Chairman of the Board and President of CNL  Hospitality
         Properties,  Inc., a public,  unlisted real estate investment trust; as
         well as, Director and President of CNL Hospitality  Corp., its advisor.
         In  addition,  Mr.  Bourne  serves as  Director  and  President  of CNL
         Retirement Properties,  Inc., a public, unlisted real estate investment
         trust;  as well  as, a  Director  and  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 45. 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 the  Advisor,  Mr.  McWilliams  served as
         President of APF from February 1999 until  September  1999.  From April
         1997 to February  1999, he served as Executive  Vice  President of APF.
         Mr. McWilliams  joined CNL Financial Group,  Inc.  (formerly CNL Group,
         Inc.) in April 1997 and served as an  Executive  Vice  President  until
         September 1999. In addition,  Mr. McWilliams served as President of the
         Advisor  and CNL  Financial  Services,  Inc.  from April 1997 until the
         acquisition of such entities by 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.

         John T. Walker, age 42. Mr. Walker has served as President of APF since
         September  1999 and as Chief  Operating  Officer since March 1995.  Mr.
         Walker  also  served  as a  board  member  of CNL  Restaurant  Property
         Services,  Inc., a subsidiary of APF from December 1999 until  December
         2000.  Previously,  he served as Executive  Vice  President of APF from
         January  1996 to  September  1999.  Mr.  Walker  joined the  Advisor in
         September  1994, as Senior Vice President  responsible for Research and
         Development.  He served as the Chief  Operating  Officer of the Advisor
         from April 1995 until  September  1999 and as Executive  Vice President
         from January 1996 until  September  1999,  at which time it merged with
         APF.  Mr.  Walker  also  served  as  Executive  Vice  President  of CNL
         Hospitality  Properties,  Inc. and CNL Hospitality Corp.  (formerly CNL
         Hospitality Advisors, Inc.) from 1997 to October 1998. From May 1992 to
         May  1994,   he  was   Executive   Vice   President   for  Finance  and
         Administration  and Chief Financial  Officer of Z Music,  Inc., a cable
         television   network  which  was   subsequently   acquired  by  Gaylord
         Entertainment,  where he was  responsible  for  overall  financial  and
         administrative management and planning. From January 1990 through April
         1992,  Mr.  Walker was Chief  Financial  Officer  of the First  Baptist
         Church in Orlando,  Florida.  From April 1984 through December 1989, he
         was a partner in the  accounting  firm of  Chastang,  Ferrell & Walker,
         P.A.,  where he was the  partner  in  charge  of audit  and  consulting
         services,   and  from   1981  to  1984,   Mr.   Walker   was  a  Senior
         Consultant/Audit Senior at Price Waterhouse.  Mr. Walker is a cum laude
         graduate of Wake Forest University with a Bachelor of Science degree in
         Accountancy and is a certified public accountant.

         Steven  D.  Shackelford,  age  37.  Mr.  Shackelford  was  promoted  to
Executive  Vice  President and Chief  Financial  Officer of APF in July 2000. He
served as Senior Vice President and Chief Financial Officer of APF since January
1997.  Mr.  Shackelford  also served as  Secretary  and  Treasurer  of APF since
September  1999. He also served as Chief  Financial  Officer of the Advisor 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.




<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 15,  2001,  no person was known to the  Registrant  to be a
beneficial owner of more than five percent of the Units.

         The following  table sets forth,  as of March 15, 2001,  the beneficial
ownership interests of the General Partners in the Registrant.
<TABLE>
<CAPTION>
<S> <C>
                    Title of Class                           Name of Partner                 Percent of Class
                    --------------                           ---------------                 ----------------

           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, 1999,  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>
<S> <C>
                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
          and Recipient                        Method of Computation                  Ended December 31, 2000
----------------------------------     --------------------------------------      ------------------------------

Reimbursement to affiliates            Operating  expenses are reimbursed at       Accounting and
for operating expenses                 the  lower of cost or 90  percent  of       administrative services:
                                       the   prevailing    rate   at   which       $83,476
                                       comparable  services  could have been
                                       obtained   in  the  same   geographic
                                       area.   Affiliates   of  the  General
                                       Partners  from  time  to  time  incur
                                       certain operating  expenses on behalf
                                       of  the  Partnership  for  which  the
                                       Partnership       reimburses      the
                                       affiliates without interest.

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




<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         and Recipient                         Method of Computation                  Ended December 31, 2000
---------------------------------      --------------------------------------      ------------------------------

Deferred,    subordinated   real       A deferred,  subordinated real estate       $4,050
estate  disposition  fee payable       disposition  fee,  payable  upon sale
to affiliates                          of  one  or  more  Properties,  in an
                                       amount  equal  to the  lesser  of (i)
                                       one-half of a competitive real
                                       estate commission, or (ii) three
                                       percent of the sales price of such
                                       Property or Properties. Payment of
                                       such  fee   shall  be  made  only  if
                                       affiliates of the General Partners
                                       provide a substantial amount of
                                       services in connection with the sale
                                       of a Property or Properties and
                                       shall be subordinated to certain
                                       minimum returns to the Limited
                                       Partners.  However,  if the net sales
                                       proceeds   are    reinvested   in   a
                                       replacement Property, no such real
                                       estate disposition fee will be
                                       incurred until such replacement
                                       Property   is  sold  and  the  net  sales
                                       proceeds are distributed.

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

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


<PAGE>



                                                                                          Amount Incurred
      Type of Compensation                                                                 For the Year
         And Recipient                         Method of Computation                  Ended December 31, 2000
---------------------------------      --------------------------------------      ------------------------------

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>

In addition,  in 2000, the  Partnership  sold its 12 percent  interest in Duluth
Joint  Venture  to CNL Income  Fund VII,  Ltd.,  and  affiliate  of the  General
Partners,  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  for  financial
reporting purposes.



<PAGE>


                                     PART IV


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

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

         1.   Financial Statements

                  Report of Independent Certified Public Accountants

                  Balance Sheets at December 31, 2000 and 1999

                  Statements of Income for the years ended December 31, 2000,
                  1999, and 1998

                  Statements of Partners' Capital for the years ended December
                  31, 2000, 1999, and 1998

                  Statements of Cash Flows for the years ended December 31,
                  2000, 1999, and 1998

                  Notes to Financial Statements

         2.   Financial Statement Schedules

                  Schedule II - Valuation and Qualifying Accounts for the years
                  ended December 31, 2000, 1999, and 1998

                  Schedule III - Real Estate and Accumulated Depreciation at
                  December 31, 2000

                  Notes to Schedule III - Real Estate and Accumulated
                  Depreciation at December 31, 2000

                  Schedule IV - Mortgage Loans on Real Estate at December 31,
                  2000

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

         3.   Exhibits

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

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

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

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

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


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

                  (b)      The  Registrant  filed no  reports on Form 8-K during
                           the period from October 1, 2000 through  December 31,
                           2000.





<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 29th day of
March, 2001.

                          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>
<S> <C>
               Signature                                  Title                                  Date



/s/ Robert A. Bourne                     President,   Treasurer   and   Director            March 29, 2001
------------------------------------
Robert A. Bourne                         (Principal   Financial  and  Accounting
                                         Officer)

/s/ James M. Seneff, Jr.                 Chief  Executive  Officer and  Director            March 29, 2001
------------------------------------
James M. Seneff, Jr.                     (Principal Executive Officer)

</TABLE>


<PAGE>


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

                 SCHEDULE II - VALUATION AND QUALIFYING ACCOUNTS

                  Years Ended December 31, 2000, 1999, and 1998

<TABLE>
<CAPTION>
<S> <C>
                                                       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
----------    -----------------   --------------  ---------------  ----------------    -------------     ------------  ------------

  1998        Allowance for
                 doubtful
                 accounts (a)         $ 137,892          $    --        $   17,303 (b)    $   3,094 (c)     $ 10,596     $ 141,505
                                 ==============  ===============  ================    =============     ============  ============

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

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

</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 - CONTINUED

                               December 31, 2000
<TABLE>
<CAPTION>
<S><C>

                                                                                  Costs Capitalized
                                                                                     Subsequent To
                                                           Initial Cost              Acquisition
                                                  --------------------------   ---------------------
                                      Encum-                    Buildings and   Improve-    Carrying
                                     brances         Land        Improvements    ments       Costs
                                    -----------   ------------  ------------   -----------  --------
Properties the Partnership
   has Invested in Under
   Operating Leases:

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

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

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

    Denny's Restaurant:
      Daleville, Indiana (k) (m)        -             125,562       404,935             -         -
      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:
      Bountiful, Utah                   -             330,164             -       319,511         -
      Centralia, Washington             -             215,302             -       378,836         -

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

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

    Other:
        Lebanon, New Hampshire (g) (l)  -             448,726             -       716,741         -
                                                  ------------  ------------   -----------


                                                   $4,649,824    $4,365,333    $2,495,003         -
                                                  ============  ============   ===========  ========



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:
    Boston Market Restaurant:
        Mesa, Arizona (j)               -            $440,842      $650,622             -         -
                                                  ============  ============   ===========  ========

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             -             -         -
                                                  ============  ============   ===========  ========




Properties the Partnership
   has Invested in Under
   Direct Financing Leases:

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

    Denny's Restaurant:
        Huron, Ohio                     -              27,418       456,139             -         -

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

                                                     $127,069    $1,757,729             -         -
                                                  ============  ============   ===========  ========


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             -         -
                                                  ============  ============   ===========  ========



                                                                                   Life on Which
                     Gross Amount 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  struction  Acquired     Computed
    ------------   ------------  ------------  -----------   -------    -------    -------------





       $279,665       $591,137      $870,802     $195,520     1989      03/89          (b)
        120,847        719,702       840,549      184,193     1989      03/89          (i)


        482,071        368,415       850,486      141,226     1989      04/89          (b)


        186,050        383,781       569,831      150,847     1988      03/89          (b)


        125,562        404,935       530,497       39,165     1974      02/89          (l)
        117,394        471,340       588,734      131,493     1989      02/89          (h)



        156,382        429,107       585,489      162,105     1986      09/89          (b)
        504,787        742,216     1,247,003      272,997     1989      12/89          (b)


        513,384        671,713     1,185,097       69,348     1997      11/97          (b)


        237,944        200,501       438,445       78,530     1985      03/89          (b)


        330,164        319,511       649,675      121,149     1989      05/89          (b)
        215,302        378,836       594,138      139,960     1989      08/89          (b)


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



        336,216        462,401       798,617      182,392     1987      02/89          (b)


        448,726        716,741     1,165,467      247,644     1989      03/89          (b)
    ------------   ------------  ------------  -----------

     $4,649,824     $6,860,336   $11,510,160   $2,116,569
    ============   ============  ============  ===========









       $183,229       $192,857      $376,086      $70,765     1986      12/89          (b)
    ============   ============  ============  ===========







       $440,842       $650,622    $1,091,464      $69,211     1997      10/97          (b)
    ============   ============  ============  ===========







       $875,659     $1,389,366    $2,265,025     $139,062     1994      12/97          (b)
    ============   ============  ============  ===========







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









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


             (f)            (f)           (f)          (e)    1971      05/89          (e)


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











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



</TABLE>










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

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

                                December 31, 2000


(a)      Transactions in real estate and accumulated  depreciation  during 2000,
         1999 and 1998, are summarized as follows:
<TABLE>
<CAPTION>
<S> <C>
                                                                                               Accumulated
                                                                              Cost            Depreciation
                                                                         ----------------    -------------------

            Properties the Partnership has Invested in Under
              Operating Leases:

                 Balance, December 31, 1997                                $ 14,616,195         $  1,944,358
                 Reclassification from direct financing lease                   530,497                   --
                 Dispositions                                                (1,936,958  )          (315,857 )
                 Depreciation expense (l)(m)                                         --              267,254
                                                                         ----------------    ----------------

                 Balance, December 31, 1998                                  13,209,734            1,895,755
                 Dispositions                                                (1,040,885  )          (140,629 )
                 Depreciation expense                                                --              243,260
                                                                         ----------------    ----------------

                 Balance, December 31, 1999                                  12,168,849            1,998,386
                 Acquisition                                                     20,000                   --
                 Disposition                                                   (678,689  )          (111,062 )
                 Depreciation expense                                                --              229,245
                                                                         ----------------    ----------------

                 Balance, December 31, 2000                                $ 11,510,160         $  2,116,569
                                                                         ================    ================

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

                 Balance, December 1997                                     $   376,086          $    51,481
                 Depreciation expense                                                --                6,428
                                                                         ----------------    ----------------

                 Balance, December 31, 1998                                     376,086               57,909
                 Depreciation expense                                                --                6,428
                                                                         ----------------    ----------------

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

                 Balance, December 31, 2000                                 $   376,086          $    70,765
                                                                         ================    ================



<PAGE>


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

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

                                December 31, 2000


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

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

                   Balance, December 31, 1997                                   $     --            $     --
                   Acquisition                                                   623,496                  --
                   Depreciation expense (d)                                           --                  --
                                                                         ----------------    ----------------

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

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

                   Balance, December 31, 2000                                $   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, 1997                                $  1,091,464          $    4,021
                  Depreciation Expense                                                --              21,816
                                                                         ----------------   -----------------

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

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

                  Balance, December 31, 2000                                $  1,091,464         $    69,211
                                                                         ================   =================


<PAGE>


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

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

                                December 31, 2000


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

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

                 Balance, December 31, 1997                                 $  2,265,025           $     127
                 Depreciation expense                                                 --              46,309
                                                                         ----------------   -----------------

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

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

                 Balance, December 31, 2000                                 $  2,265,025         $   139,062
                                                                         ================   =================

</TABLE>



<PAGE>


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

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

                                December 31, 2000


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

(c)      As of December 31, 2000, the aggregate cost of the Properties  owned by
         the  Partnership   and  its   consolidated   joint  venture,   and  the
         unconsolidated  joint  ventures  for federal  income tax  purposes  was
         $12,960,962 and $5,175,275, respectively. All of the leases are treated
         as operating leases for federal income tax purposes.

(d)      For financial reporting purposes,  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)      For financial reporting  purposes,  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)      For  financial  reporting  purposes,  certain  components  of the lease
         relating  to the land  and  building  have  been  recorded  as a direct
         financing lease. Accordingly, costs related to these components of this
         lease are not shown.

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

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

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

(j)      During  the year  ended  December  31,  1997,  the  Partnership  and an
         affiliate,  as tenants-in-common,  purchased land and building from CNL
         BB Corp., an affiliate of the General  Partners,  for an aggregate cost
         of $1,091,464.

(k)      Effective  March  1998,  the lease for this  property  was  terminated,
         resulting in the lease being  reclassified as an operating  lease.  The
         building was  recorded at net book value as of March 1998,  and will be
         depreciated  over its  remaining  estimated  life of  approximately  20
         years.

(l)      For  financial  reporting  proposes,  the  undepreciated  cost  of  the
         Property in Lebanon, New Hampshire,  was written down to net realizable
         value due to an impairment in value.  The  Partnership  recognized  the
         impairments  by recording an allowance for loss on assets in the amount
         of $169,482 and  $221,898 at December 31, 1999 and 1998,  respectively.
         The  impairments  represented  the  difference  between the  Property's
         carrying value and the estimated net  realizable  value of the Property
         at December 31, 1999 and 1998,  respectively.  The cost of the Property
         presented  on this  schedule is the gross  amount at which the Property
         was carried at December 31, 2000,  excluding the allowances for loss on
         assets.


<PAGE>


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

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

                                December 31, 2000


(m)      For  financial  reporting  purposes,  the  undepreciated  cost  of  the
         Property in  Daleville,  Indiana,  was written  down to net  realizable
         value due to an impairment in value.  The  Partnership  recognized  the
         impairment  by recording an allowance  for loss on assets in the amount
         of $109,919  and  $124,670  for the years ended  December  31, 2000 and
         1998, respectively.  The impairments represented the difference between
         the Property's carrying value and the estimated net realizable value of
         the  Property.  The cost of the Property  presented on this schedule is
         the gross  amount at which the  Property  was carried at  December  31,
         2000, excluding the allowance for loss on assets.




<PAGE>


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

                   SCHEDULE IV - MORTGAGE LOANS ON REAL ESTATE

                                December 31, 2000
<TABLE>
<CAPTION>
<S> <C>
                                                                                                            Principal
                                                                                                             Amount
                                                                                                            of Loans
                                                                                                           Subject to
                                                                                         Carrying           Delinquent
                                  Final          Periodic                    Face        Amount of        Principal or
                   Interest     Maturity          Payment      Prior       Amount of     Mortgages         Description
                     Rate         Date             Terms       Liens       Mortgages        (1)             Interest
                  -----------  ---------------  ----------  -----------  ------------- ---------------   --------------

Perkins-
Myrtle Beach, FL
First Mortgage        10.25%    February 2001      (2)      $   --        $ 1,040,000   $ 868,713 (3)      $    --
                                                            ===========  ============= ===============   ==============
</TABLE>


(1)      Carrying amount consists of outstanding principal plus accrued interest
         less a deferred  gain.  The tax carrying value of the note is $857,575,
         which is net of a deferred gains of $130,306.

(2)      Monthly payments of principal and interest at an annual rate of 10.25%,
         with a balloon payment at maturity of $986,999.

(3)      The changes in the carrying amounts are summarized as follows:

<TABLE>
<CAPTION>
<S> <C>
                                                             2000                 1999                   1998
                                                      -------------------  --------------------   -------------------

           Balance at beginning of period                   $    868,309         $   1,748,060         $   1,758,167

           Interest earned                                       101,650               129,936               223,031

           Collections of principal and interest                (102,515 )          (1,192,250 )           (236,429)

           Recognition of deferred gain on sale of
                land and building                                  1,269               182,563                 3,291
                                                      -------------------  --------------------   -------------------

           Balance at end of period                         $    868,713          $    868,309         $   1,748,060
                                                      ===================  ====================   ===================

</TABLE>


<PAGE>











                                    EXHIBITS




<PAGE>




                                  EXHIBIT INDEX



Exhibit Number

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 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.)