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. 2)

                                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 Amendment No. 2 dated November 15, 2000 supplements and amends the
Tender Offer Statement on Schedule TO (the "Original  Statement") filed with the
Securities and Exchange  Commission on September 22, 2000 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.   The  Original   Statement  was
subsequently  amended by filing amendment No. 1 on November 7, 2000.  Hereafter,
all references to the Original Statement shall refer to the Original  Statement,
as amended.  Capitalized terms not defined herein shall have the same meaning as
in the Original Statement.

         This  Amendment  constitutes  the  second  amendment  to  the  Original
Statement  by including a copy of the letter sent to the  Partnership's  Limited
Partners,  which is  attached  as an exhibit  to this  Schedule,  which  reminds
Limited  Partners  that the Offer will expire on December  22, 2000 and provides
them  with  answers  to  questions  frequently  asked  by  Limited  Partners  in
connection with the Offer.

Item 12.  Material to be filed as Exhibits.

Item 12 of the  Schedule  TO is hereby  amended and  supplemented  by adding the
following:

         (a)(6)  Letter  sent  by the  Partnership  to  Limited  Partners  dated
November 15, 2000.

                                        2

<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 15, 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

                                        3

<PAGE>

                                    EXHIBITS


Exhibit
Number        Description
-------       -----------
(a)(6)        Letter sent by the Partnership to Limited Partners
              dated November 15, 2000.

                                        4

<PAGE>

                                                                  EXHIBIT (a)(6)



            Letter Sent by the Partnership to Limited Partners dated
                               November 15, 2000.

<PAGE>

                                [NTS Letterhead]



November 15, 2000


Dear NTS-Properties V Investor:

The expiration  date for the tender offer for Interests of  NTS-Properties  V is
quickly  approaching.  Since the offer was proposed,  we have  received  several
inquires from Investors about the following topics. We would like to share these
with you. Possibly,  you may have the same concerns,  so clarifying these issues
may assist you in making the best decision on your investment.

o        With the offer  expiring near the end of the year 2000,  Investors have
         asked if this is the last Partnership Schedule K-1 they will receive if
         they tender all their  Interests  in the offer.  The answer is yes. The
         tender will end prior to year-end.  If all  conditions to the offer are
         satisfied,  checks are being mailed no later than  December 31, 2000. A
         final  Schedule K-1 will be issued for year 2000,  sometime  during the
         first quarter 2001.

o        What is the purpose of the tender offer?
         The  purpose  of the  offer  is to  provide  Investors  who  desire  to
         liquidate  some or all of their  investment in the  Partnership  with a
         method for doing so. The General  Partner  believes that some Investors
         desire  immediate  liquidity,  while  other  Investors  may not need or
         desire  liquidity  and would  prefer the  opportunity  to retain  their
         Interests.  The  General  Partner  believes  the  Investors  should  be
         entitled to make a choice  between  immediate  liquidity  and continued
         ownership  and,  thus,  believes the offer  accommodates  the differing
         goals of both groups of Investors.

o        Are there any plans on liquidating any or all of the  Partnership?  The
         Partnership has no current plans on selling any or all of its assets.

Please note that the terms and conditions set forth in the Offer to Purchase and
the related Letter of  Transmittal  are applicable in all respects to the tender
offer.  This notice should be read in conjunction with the Offer to Purchase and
the Letter of Transmittal dated September 22, 2000.

If you have any  further  questions  regarding  this  offer,  please  call (800)
387-7454 or (800) 928-1492, extension 544.

The Offer to purchase interests will expire on December 22, 2000.  Payments will
be mailed no later than December 31, 2000.

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