SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
              -----------------------------------------------------


                                   SCHEDULE TO
            Tender Offer Statement under Section 14(d)(1) or 13(e)(1)
                     of the Securities Exchange Act of 1934
                                (Amendment No. 1)

                                NTS-Properties V
                       (Name of Subject Company (issuer))

                      NTS-Properties V (Offeror and Issuer)
                   ORIG, LLC (Offeror and Affiliate of Issuer)
                  J.D. Nichols (Bidder and Affiliate of Issuer)
                 Brian F. Lavin (Bidder and Affiliate of Issuer)
(Names of Filing Persons(identifying status as offeror, issuer or other person))

                          LIMITED PARTNERSHIP INTERESTS
                         (Title of Class of Securities)

                                    62942E308
                      (CUSIP Number of Class of Securities)

                    J.D. Nichols, Managing General Partner of
                 NTS-Properties Associates V and Managing Member
                                  of ORIG, LLC
                             10172 Linn Station Road
                           Louisville, Kentucky 40223
                                 (502) 426-4800
            (Name, address and telephone number of person authorized
               to receive notices and communications on behalf of
                                 filing persons)

                                    Copy to:

                             Michael J. Choate, Esq.
                             Shefsky & Froelich Ltd.
                      444 North Michigan Avenue, Suite 2500
                             Chicago, Illinois 60611
                                 (312) 836-4066

Calculation of Filing Fee:
Previously Paid

[ ]      Check  box if any  part  of the  fee is  offset  as  provided  by  Rule
         0-11(a)(2)  and identify the filing with which the  offsetting  fee was
         previously paid. Identify the previous filing by registration statement
         number, or the form or Schedule and the date of its filing.
         Amount Previously Paid:  _______________________         Not Applicable
         Form or Registration No.: ______________________         Not Applicable
         Filing Party:     ______________________________         Not Applicable
         Date Filed:       ______________________________         Not Applicable
[ ]      Check box if the filing relates  solely to  preliminary  communications
         made before the  commencement of a tender offer.
         Check the appropriate  boxes  below to  designate  any  transactions to
         which  the  statement relates:
         [X] third-party tender offer subject to rule 14d-1.
         |X| issuer tender offer subject to rule 13e-4.
         [ ] going private transaction subject to Rule 13e-3.
         [ ] amendment to Schedule 13D under rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]



<PAGE>



         This  Schedule TO relates to an Offer to Purchase  dated  September 22,
2000 (the "Offer") by  NTS-Properties  V, a Maryland  limited  partnership  (the
"Partnership") and ORIG, LLC ("ORIG"),  a Kentucky limited liability company and
affiliate  of  the  Partnership  (each  an  "Offeror"  and   collectively,   the
"Offerors"),  to  purchase  up to  200  limited  partnership  interests  in  the
Partnership.  Information  in the Offer to  Purchase is  incorporated  herein by
reference in response to all of the items set forth in this  Schedule TO, unless
otherwise indicated.

Item 5. Past contracts, transactions, negotiations and agreements.

         (a) NTS  Development  Company,  an  affiliate  of the General  Partner,
directs the  management of the  Partnership's  properties  pursuant to a written
agreement (the "Management  Agreement")  between NTS Development Company and the
Partnership. Under the Management Agreement, NTS Development Company establishes
rental  policies  and  rates and  directs  the  marketing  activity  of  leasing
personnel.   It  also  coordinates  the  purchase  of  equipment  and  supplies,
maintenance activity and the selection of all vendors, suppliers and independent
contractors.

         Under  the  Management  Agreement,  the  Partnership  agreed to pay NTS
Development  Company  a  management  fee is equal to 5% of gross  revenues  from
residential properties and 6% of gross revenues from commercial properties. Also
under the Management  Agreement,  the Partnership  agreed to pay NTS Development
Company  a repair  and  maintenance  fee equal to 5.9% of costs  incurred  which
relate to capital improvements. The Partnership paid NTS Development Company the
following  fees for the six months  ended  June 30,  2000 and for the year ended
December 31,  1999.  These  charges  include  items which have been  expensed as
operating expenses - affiliated or professional and administrative  expenses and
items which have been  capitalized  as other  assets or as land,  buildings  and
amenities.


                                      Six Months                  Year
                                           Ended                 Ended
                                        06/30/00              12/31/99
                                        --------              --------
Property
Management
Fee                                     $114,319              $221,467

Repair and
Maintenance Fee                          $81,838               $39,684
                                         -------               -------

                                        $196,157              $261,151
                                        ========              ========

         The Management  Agreement also requires the Partnership to purchase all
insurance relating to the managed  properties,  to pay the direct  out-of-pocket
expenses of NTS  Development  Company in  connection  with the  operation of the
properties,  including the cost of goods and materials used for and on behalf of
the Partnership, and to reimburse NTS Development Company for the salaries,



                                        2



<PAGE>



commissions,  fringe  benefits,  and  related  employment  expenses  of  on-site
personnel.  The  Partnership  also paid NTS  Development  Company the  following
amounts for expenses,  in addition to the fees described in the preceding table,
for the six months ended June 30, 2000 and for the year ended December 31, 1999.
These charges  included  items which have been expensed as operating  expenses -
affiliated or professional and administrative expenses and items which have been
capitalized as other assets or as land, building and amenities.



                                      Six Months                  Year
                                           Ended                 Ended
                                        06/30/00                  1999
                                        --------                  ----

Leasing                                $ 103,839              $261,757

Administrative                           101,775               266,390

Property
Management
Costs                                    147,625               226,104

Other                                      2,564                 7,211
                                           -----                 -----

                                        $355,803              $761,462
                                        ========              ========

         The  initial  term of the  Management  Agreement  was five  years,  and
thereafter for succeeding one-year periods, unless canceled by either party upon
sixty days written notice. As of September 22, 2000, the Management Agreement is
still in effect.

         In connection  with the  retirement of Richard L. Good, the former Vice
Chairman of NTS Capital Corporation,  and under an agreement dated as of January
1, 1999 (the "Retirement  Agreement"),  JDN Financial Holdings,  LLC, a Delaware
limited liability company owned by J.D. Nichols ("JDN Financial"),  acquired the
equity  interests  of Richard L. Good in various  entities  affiliated  with the
Partnership,  including  NTS  Corporation,  NTS-Properties  Associates  VI, NTS-
Properties  Associates VII,  NTS-Properties  Plus  Associates,  and interests in
private  limited  partnerships  with  ownership  interests in real  estate.  JDN
Financial  did  not  purchase   Interests  in  connection  with  the  Retirement
Agreement.  In consideration for his equity interests in the foregoing entities,
Richard L. Good  received  (i)  monetary  consideration  equal to his salary and
bonus in the amount of approximately  $529,000, (ii) various promissory notes in
the net amount of approximately $1,600,000, payable monthly through February 29,
2012 at the current interest rate of 5.09% per annum, and (iii) equity interests
in real and personal property,  including 50% of the equity interest in National
Aquatics,  Inc.  and 70% of the equity  interest  in  NTS/Sabal  Office  Limited
Partnership.

         On February  25,  2000,  Mr.  Nichols  made a capital  contribution  of
$100,000 to NTS Financial  Partnership,  a Kentucky  general  partnership  ("NTS
Financial") and an affiliate of the Partnership.



                                        3



<PAGE>



         On September 17, 1999,  Mr.  Nichols  received a return of capital from
NTS  Financial  in the amount of $50,000,  and used such funds to make a capital
contribution  to ORIG. On February 25, 2000,  Mr.  Nichols  received a return of
capital from NTS  Financial  in the amount of  $100,000,  and used such funds to
make a capital contribution to ORIG.

         In the past two years,  Mr. Nichols  has received the following returns
of capital from NTS  Financial  on the dates set forth in the table  below.  Mr.
Nichols used these funds to pay third party obligations.


                                                                       Return of
Date                                                                     Capital
----                                                                     -------

June 30, 2000                                                           $119,155

March 29, 2000                                                          $165,000

January 5, 2000                                                         $164,122

October 18, 1999                                                        $100,000

October 15, 1999                                                        $225,739

June 30, 1999                                                           $119,155

         In the past two years,  Mr. Nichols has received the following  returns
of capital from NTS  Financial  on the dates set forth in the table  below.  Mr.
Nichols  used such  funds to make a  capital  contribution  to ORIG to  purchase
limited partnership interests in the entities listed below.


                                         Return of
Date                                       Capital      Limited Partnership
----                                       -------      -------------------
January 4, 2000                           $220,000      The Partnership

December 28, 1999                         $320,000      NTS-Properties VI

December 21, 1999                         $191,750      NTS-Properties VII, Ltd.

December 15, 1999                         $404,897      The Partnership and NTS-
                                                        Properties IV

October 7, 1999                           $852,000      NTS-Properties VII, Ltd.

April 5, 1999                             $109,000      NTS-Properties III

March 11, 1999                            $ 96,000      NTS-Properties IV

February 24, 1999                         $137,000      NTS-Properties IV

March 11, 1999                            $ 96,000      NTS-Properties VII, Ltd.



                                        4



<PAGE>



     In the past two years,  Mr.  Nichols has also received the following  funds
from NTS Financial,  which were not a return of capital,  but were undistributed
profits from private  affiliates of NTS Financial.  These funds were used to pay
taxes.


Date                                                 Distribution
----                                                 ------------

January 18, 2000                                         $251,000

April 19, 1999                                           $715,000

January 1, 1999                                          $297,500

January 1, 1999                                         $  56,000

     Since January 1, 1998, Mr. Nichols has personally  guaranteed various loans
made to various publicly and privately-held affiliates of the Partnership. As of
August 31,  2000,  Mr.  Nichols had  outstanding  personal  guaranties  totaling
approximately   $27,198,000.   Mr.   Nichols  has   guaranteed  the  payment  of
approximately  $215,000 of notes  payable of NTS  Corporation.  Mr.  Nichols has
guaranteed  the  payment  of  approximately  $17,700,000  of  loans  of  various
affiliates.  In  October,  1998,  Mr.  Nichols  and Mr.  Lavin  each  personally
guaranteed  $3,250,000  of a loan  made  to a  privately-held  affiliate  of the
Partnership secured by a property,  the book value of which is $10,000,000.  Mr.
Nichols also guaranteed, as an indemnitor, that the conditions of certain surety
bonds will be met. The  outstanding  commitments of the surety bonds  aggregated
$3,283,000 at December 31, 1999. In December,  1999,  Mr.  Nichols and Mr. Lavin
each personally  guaranteed a $2,000,000 loan to ORIG from Community Trust Bank,
N.A.  in  the  following  amounts:   (1)  Mr.  Nichols  guaranteed  75%  of  all
indebtedness  of  ORIG or  $1,500,000,  whichever  is  less;  and (2) Mr.  Lavin
guaranteed 25% of all indebtedness of ORIG or $500,000,  whichever is less. This
loan was repaid using the proceeds of a $6,000,000 loan to ORIG from the Bank of
Louisville.  Mr.  Nichols  and  Mr.  Lavin  each  personally  guaranteed  up  to
$6,000,000 of the  obligations  under the loan from the Bank of  Louisville  for
which each of them is jointly and severally liable.

     In  addition  to the  guaranties  described  above,  on March 31,  1989 NTS
Guaranty  Corporation,  owned  100%  by  Mr.  Nichols  and an  affiliate  of the
Partnership,  guaranteed certain  obligations of NTS Mortgage Income Fund, which
is also an affiliate of the Partnership.  On September 20, 1988, Mr. Nichols has
issued a $10,000,000 demand note to NTS Guaranty Corporation,  which may be used
to satisfy the guaranty.  The obligations of NTS Guaranty  Corporation under the
guaranty are expressly  limited to the assets of NTS Guaranty  Corporation,  its
ability to draw upon the  $10,000,000  demand note and Mr.  Nichols'  ability to
answer the demand.

     (b) During the past two years, ORIG has participated in joint tender offers
with (i) the  Partnership  to purchase  Interests and (ii) limited  partnerships
that are  affiliates  of the  Partnership  to purchase  the limited  partnership
interests of those  partnerships.  The following table sets forth the results of
these tender offers:



                                        5



<PAGE>

<TABLE>

                                                                    Limited
                                                                    Partnership      Limited
                                                                    Interests        Partnership
                                                       Total        Purchased by     Interests
Purchase        Subject                Price per       Interests    the Subject      Purchased
Date            Partnership            Interest        Purchased    Partnership      by ORIG
----            -----------            ---------       ---------    -----------      -------
<S>             <C>                    <C>             <C>          <C>              <C>
December        NTS-                   $250             729          500             229
31, 1998        Properties III

December        NTS-                   $250             938          500             438
8, 1999         Properties III

February        NTS-                   $205           1,259          600             659
19, 1999        Properties IV

December        NTS-                   $205           2,245          500           1,745
8, 1999         Properties IV

February        The                    $205           2,458          600           1,858
5, 1999         Partnership

December        The                    $230(*)        1,196          250             946
31, 1999        Partnership

January         NTS-                   $350           2,103          750           1,353
18, 1999        Properties VI

September       NTS-                   $370           2,801          500           2,301
30, 1999        Properties VI

December        NTS-                   $380           1,085          250             835
23, 1999        Properties VI

August          NTS-                   $380           3,685          100           3,585
15, 2000        Properties VI

March           NTS-                   $6            25,794       10,000          15,794
12, 1999        Properties VII,
                Ltd.

November 30,    NTS-                   $6            41,652       10,000          31,652
1999            Properties VII,
                Ltd.



                                       6



<PAGE>

                                                                    Limited
                                                                    Partnership      Limited
                                                                    Interests        Partnership
                                                       Total        Purchased by     Interests
Purchase        Subject                Price per       Interests    the Subject      Purchased
Date            Partnership            Interest        Purchased    Partnership      by ORIG
----            -----------            ---------       ---------    -----------      -------
<S>             <C>                    <C>             <C>          <C>              <C>
August 15,      NTS-                   $6            39,220        2,500          36,720
2000            Properties VII,
                Ltd.

</TABLE>

Mr. Nichols disclaims beneficial ownership of 10% of all of the Interests in the
Partnership  that are owned by ORIG,  and  disclaims  10% of all of the  limited
partnership  interests in limited  partnerships  affiliated with the Partnership
that are owned by ORIG.

Mr. Lavin disclaims  beneficial  ownership of 90% of all of the Interests in the
Partnership  that are owned by ORIG,  and  disclaims  90% of all of the  limited
partnership  interests in limited  partnerships  affiliated with the Partnership
that are owned by ORIG.

* The original  offering price was $215 per interest which was increased to $230
per interest on December 20, 1999.

     In addition to the above tender  offers  involving  ORIG,  on September 30,
1999, the Partnership  purchased 2,523 Interests from limited  partners for $205
per interest pursuant to an offer to purchase Interests.

     The Partnership's affiliates,  BKK Financial,  Inc., an Indiana corporation
("BKK") and Ocean Ridge Investments, Ltd., a Florida limited partnership ("Ocean
Ridge") have purchased  Interests  from time to time. Mr Nichols' wife,  Barbara
Nichols,  is the sole limited partner of Ocean Ridge. BKK is the general partner
of Ocean  Ridge.  Since  November,  1994,  Ocean Ridge and BKK  purchased  2,632
Interests  at  prices  ranging  from  $112 to $160  per  Interest.  All of these
Interests are currently owned by Ocean Ridge. Mr. Nichols and Mr. Lavin disclaim
beneficial  ownership of each of these Interests.  The General Partner owns five
Interests.  Mr. Nichols and Mr. Lavin disclaim  beneficial  ownership of each of
these Interests.

     ORIG purchased  Interests in the  Partnership  and also  purchased  limited
partnership  interests in limited  partnerships  affiliated with the Partnership
pursuant to an Agreement,  Bill of Sale and Assignment  dated February 10, 2000,
by and  among  ORIG and  four  investors  in the  Partnership  and  partnerships
affiliated  with the  Partnership  (the "Purchase  Agreement")  for an aggregate
purchase  price of  $900,000.  ORIG paid  these  investors  a premium  above the
purchase price previously offered for limited partnership  interests pursuant to
prior tender offers because this purchase allowed ORIG to purchase a substantial
number of  limited  partnership  interests  without  incurring  the  significant
expenses involved with a tender offer. Pursuant to the Purchase Agreement,  ORIG
purchased the following  Interests in the  Partnership  and limited  partnership
interests in limited partnerships affiliated with the Partnership:



                                        7



<PAGE>



o        An aggregate of 1,604  Interests in the  Partnership  from three of the
         investors for total  consideration of $425,949,  or an average price of
         $265.55 per Interest.

o        An aggregate of 135 limited partnership interests in NTS-Properties III
         from two of the investors  for total  consideration  of $38,676,  or an
         average price of $286.49 per interest

o        An aggregate of 565 limited partnership  interests in NTS-Properties IV
         from three of the investors for total consideration of $136,629,  or an
         average price of $241.82 per interest.

o        An aggregate of 675 limited partnership  interests in NTS-Properties VI
         from two of the  investors  for total  consideration  of  $281,128,  or
         $416.49 per interest.

o        An aggregate of 2,251 Interests in NTS-Properties VII, Ltd. from one of
         the investors for total  consideration of $15,082,  or an average price
         of $6.70 per Interest.

o        An aggregate of 2,536 limited  partnership  interests in NTS-Properties
         Plus,  Ltd.,  from three of the  investors for total  consideration  of
         $2,536 or an average purchase price of $1.00 per interest.

Item 10.  Financial Statements.

         In  light  of the  fact  that  ORIG  is not  subject  to the  reporting
requirements of the Act and given the limited scope of ORIG's operations and its
relatively small size, the costs of preparing audited financial statements would
impose an unreasonable burden on ORIG. ORIG, therefore,  did not include audited
financial statements in the Offer.



                                        8



<PAGE>



                                    SIGNATURE

         After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.


Date:    November 8, 2000             NTS-PROPERTIES V, a Maryland limited
                                      partnership

                                      By: NTS-PROPERTIES ASSOCIATES V
                                          General Partner

                                      By: /s/ J.D. Nichols
                                          --------------------------------------
                                          J.D. Nichols, Managing General Partner

                                      ORIG,  LLC,  a  Kentucky limited liability
                                      company.

                                      By: /s/ J.D. Nichols
                                          --------------------------------------
                                          J.D. Nichols, Managing Member



                                          /s/ J.D. Nichols
                                          --------------------------------------
                                          J. D. Nichols, individually



                                          /s/ Brian F. Lavin
                                          --------------------------------------
                                          Brian F. Lavin, individually