<PAGE>
                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 10-K

[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                           0-13400
                      ----------------------------------------------------------

                NTS-PROPERTIES V, A MARYLAND LIMITED PARTNERSHIP
--------------------------------------------------------------------------------
             (Exact name of Registrant as specified in its charter)

            Maryland                                      61-1051452
------------------------------------        ------------------------------------
  (State or other jurisdiction                       (I.R.S. Employer
of incorporation or organization)                  Identification Number)

   10172 Linn Station Road
    Louisville, Kentucky                                   40223
------------------------------------        ------------------------------------
(Address of principal                                    (Zip Code)
  executive offices)
                                 (502) 426-4800
--------------------------------------------------------------------------------
              (Registrant's telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:      None
Securities registered pursuant to Section 12(g) of the Act:

                          Limited Partnership Interests
--------------------------------------------------------------------------------
                                (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,  and (2) has been subject to such filing  requirements
for the past 90 days.                                [X] Yes [ ] No

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Regulation S-K (Section 229.405 of this chapter) is not contained herein, and
will not be contained,  to the best of the 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.        [ ]


<PAGE>

                                TABLE OF CONTENTS
                                -----------------

                                     PART I
                                     ------

                                                                         Pages
                                                                         -----
Items 1. and 2.   Business and Properties                                 3-13

Item 3.           Legal Proceedings                                       13

Item 4.           Submission of Matters to a Vote of Security Holders     13

                                     PART II
                                     -------

Item 5.           Market for the Registrant's Limited Partnership
                     Interests and Related Partner Matters                14

Item 6.           Selected Financial Data                                 15

Item 7.           Management's Discussion and Analysis of Financial
                     Condition and Results of Operations                  16-24

Item 7A.          Quantitative and Qualitative Disclosures About
                     Market Risk                                          25

Item 8.           Financial Statements and Supplementary Data             26-43

Item 9.           Changes in and Disagreements with Accountants on
                     Accounting and Financial Disclosure                  44

                                    PART III
                                    --------

Item 10.          Directors and Executive Officers of the Registrant      45-46

Item 11.          Management Remuneration and Transactions                46

Item 12.          Security Ownership of Certain Beneficial
                     Owners and Management                                46-47

Item 13.          Certain Relationships and Related Transactions          47-48

                                     PART IV
                                     -------

Item 14.          Exhibits, Consolidated Financial Statement Schedules
                     and Reports on Form 8-K                              49-52

Signatures                                                                53

                                        2


<PAGE>

                                     PART I
                                     ------

Items 1. and 2.   Business and Properties
                  -----------------------

Development of Business
-----------------------

NTS-Properties  V, a Maryland  Limited  Partnership  (the  "Partnership"),  is a
limited  partnership  organized under the laws of the state of Maryland on April
30,  1984.  The  General  Partner  is  NTS-Properties  Associates  V, a Kentucky
limited  partnership.  As of  December  31,  2000,  the  Partnership  owned  the
following properties and joint venture interests:

          *    Commonwealth  Business  Center  Phase II, a business  center with
               approximately   66,000  net  rentable   square  feet  located  in
               Louisville, Kentucky, constructed by the Partnership.

          *    A joint venture  interest in The Willows of Plainview Phase II, a
               144-unit   luxury   apartment   complex  located  in  Louisville,
               Kentucky,   constructed   by  the  joint   venture   between  the
               Partnership  and  NTS-Properties  IV, an affiliate of the General
               Partner of the Partnership. The Partnership's percentage interest
               in the joint venture was 90.30% at December 31, 2000.

          *    A joint  venture  interest in the  Lakeshore/University  II Joint
               Venture (the "L/U II Joint  Venture").  The L/U II Joint  Venture
               was  formed  on  January   23,1995  among  the   Partnership  and
               NTS-Properties   IV,   NTS-Properties   Plus  Ltd.  and  NTS/Fort
               Lauderdale,  Ltd.,  affiliates  of  the  General  Partner  of the
               Partnership.  The Partnership's  percentage interest in the joint
               venture was 81.19% at December  31, 2000.  A  description  of the
               properties owned by the L/U II Joint Venture appears below:

               -    Lakeshore  Business  Center Phase I - a business center with
                    approximately  103,000 net  rentable  square feet located in
                    Fort  Lauderdale,  Florida,  acquired  complete by the joint
                    venture.

               -    Lakeshore  Business Center Phase II - a business center with
                    approximately  97,000 net  rentable  square feet  located in
                    Fort  Lauderdale,  Florida,  acquired  complete by the joint
                    venture.

               -    Lakeshore Business Center Phase III - a business center with
                    approximately  39,000 net  rentable  square feet  located in
                    Fort  Lauderdale,  Florida,  constructed by the L/U II Joint
                    Venture.

The Partnership or joint venture in which the Partnership is a partner has a fee
title interest in the above  properties.  The General Partner  believes that the
Partnership's properties are adequately covered by insurance.






                                        3


<PAGE>

Development of Business - Continued
-----------------------------------

As of December 31, 2000,  the  Partnership's  properties or joint  ventures were
encumbered by mortgages as shown in the table below:


                                      Interest     Maturity          Balance
Property                                Rate         Date          at 12/31/00
--------                                ----         ----          -----------

Willows of Plainview Phase II            7.2%      01/05/13  (1)   $ 2,808,716
Willows of Plainview Phase II            7.2%      01/05/13  (1)   $ 1,677,489
Lakeshore Business Center Phase I      8.125%      08/01/08  (2)   $ 4,166,849
Lakeshore Business Center Phase II     8.125%      08/01/08  (2)   $ 4,483,083
Lakeshore Business Center Phase III    9.121% (3)  09/08/03        $ 1,300,327

(1)  Current monthly  principal  payments are based upon a 15-year  amortization
     schedule.  At Maturity,  the  mortgages  will have been repaid based on the
     current rate of amortization.
(2)  Current monthly  principal  payments are based upon a 12-year  amortization
     schedule.  At maturity,  the  mortgages  will have been repaid based on the
     current rate of amortization.
(3)  Represents  variable  rate of 7.58% at December  31,  2000,  based on LIBOR
     daily rate plus 2.3%.

Commonwealth  Business  Center  Phase  II is not  encumbered  by an  outstanding
mortgage at December 31, 2000.

Financial Information About Industry Segments
---------------------------------------------

The  Partnership is engaged solely in the business of developing,  constructing,
owning and operating residential apartments and commercial real estate. See Part
II,  Item 8 - Note 10 for  information  regarding  the  Partnership's  operating
segments.

General
-------

The current  business of the Partnership is consistent with the original purpose
of the Partnership which was to invest in real property,  which was either under
development or proposed for development,  on which it would develop,  construct,
own and operate apartment complexes,  business parks, and retail, industrial and
office  buildings.  The original  purpose of the  Partnership  also includes the
ability  by the  Partnership  to invest  in fully  improved  properties,  either
directly or by joint venture.  The  Partnership's  properties are in a condition
suitable for their intended use.

The Partnership  intends to hold the properties until such time as sale or other
disposition   appears  to  be   advantageous   with  a  view  to  achieving  the
Partnership's  investment objectives or it appears that such objectives will not
be met. In deciding  whether to sell a property,  the Partnership  will consider
factors such as potential capital appreciation, cash flow and federal income tax
considerations,  including  possible  adverse federal income tax consequences to
the limited partners.








                                        4


<PAGE>

Description of Real Property
----------------------------

Commonwealth Business Center Phase II
-------------------------------------

As of  December  31,  2000,  there  were 9  tenants  leasing  space  aggregating
approximately  48,000  square feet of  rentable  area at  Commonwealth  Business
Center Phase II. All leases provide for tenants to contribute toward the payment
of common area expenses, insurance and real estate taxes. The tenants who occupy
Commonwealth   Business  Center  Phase  II  are  professional  service  oriented
organizations.   The   principal   occupations/professions   practiced   include
engineering and an encoding center.  Three tenants  individually lease more than
10% of  Commonwealth  Business  Center Phase II's rentable  area.  The occupancy
levels at the business center as of December 31 were 73% (2000), 86% (1999), 79%
(1998),  78% (1997) and 84% (1996).  See Part II,  Item 7 for average  occupancy
levels for the periods ending December 31, 2000, 1999, and 1998.

The following  table contains  approximate  data  concerning the major leases in
effect on December 31, 2000.

                                             Square Feet        Current Annual
                            Year of            and % of           Rental per
                          Expiration       Net Rentable Area      Square Foot

Major Tenant (1) :
            1                2004           11,674 (17.8%)          $ 7.15
            2                2001           13,846 (21.1%)          $ 9.00
            3                2003            8,037 (12.2%)          $10.00

(1)  Major tenants are those that individually  occupy 10 percent or more of the
     rentable square footage.

The Willows of Plainview Phase II
---------------------------------

Units at The Willows of Plainview Phase II include one and two-bedroom lofts and
deluxe  apartments  and  two-bedroom  town  homes.  All units have  wall-to-wall
carpeting,  individually  controlled heating and air conditioning,  dishwashers,
ranges,  refrigerators  and garbage  disposals.  All units,  except  one-bedroom
lofts, have washer/dryer  hook-ups. The one-bedroom lofts have stackable washers
and dryers.  Tenants  have access to and the use of  coin-operated  washer/dryer
facilities,  clubhouse,  management offices, swimming pool, whirlpool and tennis
courts.

Monthly  rental  rates at The  Willows of  Plainview  Phase II start at $689 for
one-bedroom   apartments,   $959  for  two-bedroom  apartments  and  $1,079  for
two-bedroom  town homes,  with  additional  monthly  rental  amounts for special
features and locations.  Tenants pay all costs of heating,  air conditioning and
electricity.  Most leases are for a period of one year.  Units will be rented in
some  cases,  however,  on a shorter  term basis at an  additional  charge.  The
occupancy levels at the apartment complex as of December 31 were 89% (2000), 87%
(1999),  92% (1998),  90% (1997) and 92% (1996). See Part II, Item 7 for average
occupancy levels for the periods ending December 31, 2000, 1999 and 1998.

Lakeshore Business Center Phase I
---------------------------------

As of  December  31,  2000,  there were 34  tenants  leasing  space  aggregating
approximately  87,700  square feet of the rentable  area at  Lakeshore  Business
Center Phase I. All leases provide for tenants to contribute  toward the payment
of common area expenses, insurance, utilities and real estate taxes. The tenants
who occupy Lakeshore  Business Center Phase I are professional  service oriented
organizations. The principal

                                        5


<PAGE>

Lakeshore Business Center Phase I - Continued
---------------------------------------------

occupations/professions  practiced  include  telemarketing  services,  financial
services  and  computer  integration   services.   There  are  no  tenants  that
individually  lease 10% or more of Lakeshore  Business Center Phase I's rentable
area.  The occupancy  levels at the business  center as of December 31, were 85%
(2000),  73% (1999),  85% (1998), 96% (1997) and 92% (1996). See Part II, Item 7
for average  occupancy levels for the periods ending December 31, 2000, 1999 and
1998.

Lakeshore Business Center Phase II
----------------------------------

As of  December  31,  2000,  there were 21  tenants  leasing  space  aggregating
approximately  83,300  square feet of the rentable  area at  Lakeshore  Business
Center Phase II. All leases provide for tenants to contribute toward the payment
of common area expenses, utilities, insurance and real estate taxes. The tenants
who occupy Lakeshore Business Center Phase II are professional  service oriented
organizations. The principal  occupations/professions  practiced include medical
equipment  leasing,  insurance  services and management  offices for the Florida
state  lottery.  One  tenant  individually  leases  more  than 10% of  Lakeshore
Business  Center Phase II's rentable area. The occupancy  levels at the business
center as of December 31 were 86% (2000),  72% (1999),  79% (1998),  100% (1997)
and 89% (1996). See Part II, Item 7 for average occupancy levels for the periods
ending December 31, 2000, 1999 and 1998.

The following  table  contains  approximate  data  concerning the major lease in
effect on December 31, 2000:

                                              Square Feet        Current Annual
                            Year of            and % of            Rental per
                           Expiration      Net Rentable Area      Square Foot
                           ----------      -----------------      -----------

Major Tenant (1) :
            1                 2002           28,312 (29.1%)          $12.13

(1)  Major tenants are those that individually  occupy 10 percent or more of the
     rentable square footage.

Lakeshore Business Center Phase III
-----------------------------------

As of December 31, 2000, there was one tenant leasing approximately 4,700 square
feet of the  rentable  area at  Lakeshore  Business  Center Phase III. The lease
provides  for the  tenant to  contribute  toward  the  payment  of  common  area
expenses,  insurance,  utilities and real estate taxes.  The tenant who occupies
space at Lakeshore Business Center Phase III is a professional  service oriented
organization.  The  principal   occupation/profession   practiced  is  insurance
services. The occupancy level taken by this tenant at the business center, which
was constructed  during the year 2000, as of December 31, 2000 was 12%. See Part
II, Item 7 for average occupancy levels for the period ending December 31, 2000.

The following  table  contains  approximate  data  concerning the major lease in
effect on December 31, 2000:

                                          Square Feet         Current Annual
                         Year of           and % of             Rental per
                        Expiration     Net Rentable Area        Square Foot
                        ----------     -----------------        -----------

Major Tenant (1) :
            1              2006           4,689 (11.9%)            $13.50

(1) Major tenants are those that  individually  occupy 10 percent or more of the
rentable square footage.


                                        6

<PAGE>

Description of Real Property - Continued
----------------------------------------

Additional operating data regarding the Partnership's properties is furnished in
the following table.


                                              Federal      Realty      Annual
Wholly-Owned Properties                      Tax Basis    Tax Rate  Realty Taxes
-----------------------                      ---------    --------  ------------

Commonwealth Business Center Phase II        $ 4,766,479  .010520     $ 33,137

Properties Owned in Joint Venture with NTS-
-------------------------------------------
Properties IV
-------------
The Willows of Plainview II                    8,034,572  .010720       64,332

Properties Owned Through
------------------------
Lakeshore/University II Joint Venture
-------------------------------------
Lakeshore Business Center Phase I             10,524,607  .025265      168,058
Lakeshore Business Center Phase II            12,389,430  .025265      165,657
Lakeshore Business Center Phase III            4,415,883  .025265       25,025

Depreciation for book purposes is computed using the  straight-line  method over
the  estimated  useful  lives  of the  assets  which  are  5-30  years  for land
improvements, 3-30 years for buildings and improvements, 3-7 years for amenities
and the applicable lease term for tenant improvements.

Investment in Joint Ventures
----------------------------

The Emerging Issues Tasks Force ("EITF") of the Financial  Accounting  Standards
Board ("FASB") has reached a consensus on Issue No. 00-1,  "Applicability of the
Pro Rata Method of  Consolidation  to  Investments in Certain  Partnerships  and
Other  Unincorporated  Joint  Ventures."  The EITF  reached a  consensus  that a
proportionate   gross   financial   statement   presentation   (referred  to  as
"proportionate  consolidation"  in the  Notes to  Financial  Statements)  is not
appropriate for an investment in an unincorporated legal entity accounted for by
the  equity  method  of  accounting,  unless  the  investee  is  in  either  the
construction  industry or an extractive  industry  where there is a longstanding
practice of its use.

The consensus is applicable to financial  statements  for annual  periods ending
after June 15, 2000. The  Partnership  now uses the equity method to account for
its joint  venture  investments  for the year  ending  December  31,  2000.  The
Partnership has applied the consensus to all comparative  financial  statements,
restating  them to conform with the  consensus  for all periods  presented.  The
application  of this  consensus  did not result in a  restatement  of previously
reported  partners'  equity or net  results of  operations,  but did result in a
recharacterization or reclassification of certain financial statements' captions
and amounts.

NTS Willows Phase II Joint Venture
----------------------------------

On September 1, 1984,  the  Partnership  entered into a joint venture  agreement
with  NTS-Properties  IV to  develop,  construct,  own and  operate a 144 - unit
luxury apartment  complex on an 8.29 acre site in Louisville,  Kentucky known as
The Willows of Plainview  Phase II. The term of the joint venture shall continue
until  dissolved.  Dissolution  shall occur upon,  but not before,  the first to
occur of the following:

     (a)  the  withdrawal,  bankruptcy  or  dissolution  of  a  Partner  or  the
          execution  by a  Partner  of an  assignment  for  the  benefit  of its
          creditors;


                                        7


<PAGE>

NTS Willows Phase II Joint Venture - Continued
----------------------------------------------

     (b)  the  sale,  condemnation  or  taking  by  eminent  domain  of  all  or
          substantially  all of the  assets of the  Partnership,  other than its
          cash and cash equivalent assets;

     (c)  the  vote  or  consent  of  each  of  the  Partners  to  dissolve  the
          Partnership; or

     (d)  September 30, 2028.

The Partnership  contributed  approximately  $7,455,000,  the  construction  and
carrying costs of the apartment complex,  and NTS-Properties IV contributed land
valued at $800,000.  No future  contributions are anticipated as of December 31,
2000.

The apartment  complex is encumbered by permanent  mortgages  with two insurance
companies.  Both loans are  secured by a first  mortgage  on the  property.  The
outstanding  balance  of the  mortgages  at  December  31,  2000  is  $4,486,205
($2,808,716  and  $1,677,489).  The mortgages are recorded as a liability of the
joint venture.  Both mortgages bear interest at a fixed rate of 7.2% and are due
January  5,  2013.   Monthly  principal   payments  are  based  upon  a  15-year
amortization schedule. At maturity, the loans will have been repaid based on the
current rate of amortization.

The net cash flow for each calendar  quarter is  distributed  to the Partners in
accordance with their respective  percentage  interests.  The term Net Cash Flow
means the excess,  if any, of (A) the gross  receipts from the operations of the
joint venture property  (including  investment  income) for such period plus any
funds released from previously  established reserves (referred to in clause (iv)
below),  over (B) the sum of (i) all cash  operating  expenses paid by the joint
venture  property  during such period in the course of  business,  (ii)  capital
expenditures  during such period not funded by capital  contributions,  loans or
paid out of previously  established reserves,  (iii) payments during such period
on account of  amortization  of the principal of any debts or liabilities of the
joint venture  property and (iv) reserves for contingent  liabilities and future
expenses  of  the  joint  venture  property.   Percentage  Interest  means  that
percentage  which the capital  contributions of a Partner bears to the aggregate
capital contributions of all Partners.

Net income or net loss is  allocated  between the  Partners in  accordance  with
their respective  percentage  interests.  The Partnership's  ownership share was
90.30% at December 31, 2000, 1999 and 1998.

NTS Ft. Lauderdale Office Joint Venture
---------------------------------------

On April 1, 1985, the  Partnership  entered into a joint venture  agreement with
NTS-Properties  IV to develop,  construct,  own and operate an office  warehouse
building in Ft. Lauderdale, Florida known as Lakeshore Business Center Phase I.

The Partnership contributed approximately  $9,170,000,  the cost of constructing
and  leasing the  building  and  NTS-Properties  IV  contributed  land valued at
$1,752,982.  On January 23, 1995, the partners of the NTS Ft.  Lauderdale Office
Joint Venture contributed  Lakeshore Business Center Phase I to the newly formed
L/U II Joint  Venture.  See below for a further  discussion  of the L/U II Joint
Venture.



                                        8

<PAGE>

NTS University Boulevard Joint Venture
--------------------------------------

On January 3, 1989, the Partnership  entered into a joint venture agreement with
NTS-Properties Plus Ltd. to develop,  construct, own and operate Phase II of the
University Business Center development in Orlando, Florida.

The Partnership  contributed land valued at $1,460,000 and  NTS-Properties  Plus
Ltd. contributed development and carrying costs of approximately  $8,000,000. In
connection  with the  construction  of University  Business Center Phase II, the
Partnership  incurred the cost of developing certain common areas which are used
by both University Business Center Phase I and Phase II. In 1989, NTS-Properties
Plus Ltd. Paid approximately $747,000 to the Partnership for Phase II's share of
the common area costs.  During the second quarter of 1994, the Partnership  made
an approximate  $79,000 capital  contribution to the joint venture.  The capital
contribution  increased  the  Partnership's  ownership  percentage  in the joint
venture from  approximately 16% to approximately  17%. The contribution was made
to fund a portion of the joint venture's  operating  costs. On January 23, 1995,
the  Partners  of  the  NTS  University   Boulevard  Joint  Venture  contributed
University  Business  Center Phase II to the newly formed L/U II Joint  Venture.
See below for a further discussion of the L/U II Joint Venture.

Lakeshore/University II Joint Venture
-------------------------------------

On January 23, 1995, a joint venture known as the  Lakeshore/University II Joint
Venture  (the "L/U II Joint  Venture")  was  formed  among the  Partnership  and
NTS-Properties  IV,  NTS-Properties  Plus Ltd.  and NTS/Fort  Lauderdale,  Ltd.,
affiliates  of the General  Partner of the  Partnership,  for purposes of owning
Lakeshore  Business Center Phases I and II, University  Business Center Phase II
(property sold during 1998 - see below for details  regarding this  transaction)
and certain undeveloped tracts of land adjacent to the Lakeshore Business Center
development.

The table below identifies which properties were contributed to the L/U II Joint
Venture and the respective  owners of such properties  prior to the formation of
the joint venture.


          Property                                    Contributing Owner
          --------                                    ------------------


Lakeshore Business Center Phase I                   NTS-Properties IV and
                                                      NTS-Properties V

Lakeshore Business Center Phase II                  NTS-Properties Plus Ltd.

Undeveloped land adjacent to the Lakeshore          NTS-Properties Plus Ltd.
Business Center development (3.8 acres)

Undeveloped land adjacent to the Lakeshore          NTS/Fort Lauderdale, Ltd.
Business Center development (2.4 acres)

University Business Center Phase II                 NTS-Properties V and
                                                      NTS Properties Plus Ltd.







                                        9

<PAGE>

Lakeshore/University II Joint Venture - Continued
-------------------------------------------------

The term of the joint venture shall continue until dissolved.  Dissolution shall
occur upon, but not before, the first to occur of the following:

     (a)  the  withdrawal,  bankruptcy  or  dissolution  of  a  Partner  or  the
          execution  by a  Partner  of an  assignment  for  the  benefit  of its
          creditors;

     (b)  the  sale,  condemnation  or  taking  by  eminent  domain  of  all  or
          substantially  all of the Real Property and the sale and/or collection
          of any evidences of indebtedness received in connection therewith;

     (c)  the  vote  or  consent  of  each  of  the  Partners  to  dissolve  the
          Partnership; or

     (d)  December 31, 2030.

Each of the properties  were  contributed to the L/U II Joint Venture subject to
existing  indebtedness,  except for Lakeshore  Business Center Phase I which was
contributed to the joint venture free and clear of any mortgage  liens,  and all
such  indebtedness was assumed by the joint venture.  Mortgages were recorded on
University Business Center Phase II in the amount of $3,000,000, in favor of the
banks  which held the  indebtedness  on  University  Business  Center  Phase II,
Lakeshore  Business Center Phase II and the undeveloped  tracts of land prior to
the formation of the joint venture and on Lakeshore  Business  Center Phase I in
the  amount  of  $5,500,000  subsequent  to the  formation  of the L/U II  Joint
Venture.  In  addition  to the above,  the  NTS-Properties  IV also  contributed
$750,000  to the L/U II Joint  Venture.  As a  result  of the  valuation  of the
properties  contributed to the L/U II Joint Venture,  the Partnership obtained a
69.23% partnership interest in the joint venture.

The properties of the L/U II Joint Venture are  encumbered by mortgages  payable
as follows:

          Loan Balance
           at 12/31/00                    Encumbered Property
           -----------                    -------------------
           $ 4,166,849              Lakeshore Business Center Phase I
           $ 4,483,083              Lakeshore Business Center Phase II
           $ 1,300,327              Lakeshore Business Center Phase III

The loans are recorded as  liabilities  of the joint  venture.  The mortgages of
Lakeshore  Business  Center  Phases I and II bear  interest  at a fixed  rate of
8.125% and are due August 1, 2008.  Monthly principal  payments are based upon a
12-year  amortization  schedule.  At  maturity,  the loans will have been repaid
based on the current rate of  amortization.  The mortgage of Lakeshore  Business
Center  Phase III bears  interest  at a variable  rate based on LIBOR daily rate
plus 2.3% and is due September 8, 2003.

On October 6, 1998 pursuant to a contract executed on September 8, 1998, the L/U
II Joint Venture and  NTS-Properties V sold University  Business Center Phases I
and II office building to Silver City Properties,  Ltd. ("the Purchaser") for an
aggregate  purchase price of $17,950,000  ($8,975,000 for Phase I and $8,975,000
for Phase II). University Business Center Phase II was owned by the L/U II Joint
Venture of which the Partnership  owned a 69.23% interest as of October 6, 1998.
Portions  of the  proceeds  from  this  sale  were  immediately  used to pay the
remainder of the outstanding debt (including interest and prepayment


                                       10

<PAGE>

Lakeshore/University II Joint Venture - Continued
-------------------------------------------------

penalties) of approximately  $10,672,643  ($4,739,261 for Phase I and $5,933,382
for Phase II) on these  properties.  See Part II, Item 8 - Note 8 for details of
this  transaction.  During the first  quarter of 1999, a portion of the proceeds
from the sale were  used to make a  special  cash  distribution  of  $37.50  per
limited partnership Unit totaling $1,252,275.

On September 17, 1999,  the  Partnership  closed on the sale of  University  III
vacant land to Silver City Properties, Ltd. for a purchase price of $801,000. On
July 23, 1999,  the L/U II Joint Venture closed on the sale of 2.4 acres of land
adjacent to the Lakeshore Business Center for a purchase price of $528,405.  The
Partnership  had a 79.45%  interest  in the  Joint  Venture  at that  date.  The
Partnership  reflects a net gain of approximately  $71,000 associated with those
sales for the year ended December 31, 1999.

On July 1, 2000 and July 1, 1999,  NTS-Properties  V  contributed  $500,000  and
$1,737,000, respectively, to the L/U II Joint Venture. The other partners in the
joint venture did not make capital contributions at that time. Accordingly,  the
ownership  percentages  of the other  partners in the joint  venture  decreased.
Effective July 1, 2000, NTS-Properties V's percentage of ownership in the L/U II
Joint Venture is 81.19% as compared to 79.45% prior to July 1, 2000,  and 69.23%
prior to July 1, 1999.

The net cash flow for each calendar  quarter is  distributed  to the Partners in
accordance with their  respective  percentage  interest.  The term Net Cash Flow
means the excess,  if any, of (A) the sum of (i) the gross receipts of the joint
venture properties for such period (including loan proceeds), other than capital
contributions, plus (ii) any funds released from previously established reserves
(referred  to in  clause  (B)  (iv)  below),  over  (B) the sum of (i) all  cash
operating expenses paid by the joint venture during such period in the course of
business,  (ii)  capital  expenditures  paid in cash during such  period,  (iii)
payments  during such period on account of  amortization of the principal of any
debts or  liabilities  of the joint  venture and (iv)  reserves  for  contingent
liabilities  and future  expenses of the joint  venture,  as  established by the
Partners;  provided,  however, that the amounts referred to in (B) (i), (ii) and
(iii) above shall only be taken into account to the extent not funded by capital
contributions  or  paid  out  of  previously  established  reserves.  Percentage
Interest  means that  percentage  which the capital  contributions  of a Partner
bears to the aggregate capital contributions of all the Partners.

Net income or net loss is  allocated  between the  partners in  accordance  with
their respective percentage interests pursuant to the joint venture agreements.

Competition
-----------

The  Partnership's  properties are subject to competition  from similar types of
properties  (including,  in  certain  areas,  properties  owned  or  managed  by
affiliates of the General  Partner) in the  respective  vicinities in which they
are located. Such competition is generally for the retention of existing tenants
or  for  new  tenants  when  vacancies  occur.  The  Partnership  maintains  the
suitability  and  competitiveness  of its  properties  primarily on the basis of
effective  rents,  amenities  and service  provided to tenants.  Competition  is
expected to increase in the future as a result of the construction of additional
properties.  As of December 31, 2000, there are no properties under construction
in the vicinities in which the properties are located.  The  Partnership has not
commissioned a formal market analysis of competitive conditions in any market in
which it owns properties,  but relies upon the market condition knowledge of the
employees of NTS Development  Company who manage and supervise  leasing for each
property.

                                       11


<PAGE>

Management of Properties
------------------------

NTS Development  Company,  an affiliate of the NTS-Properties  Associates V, the
General Partner of the Partnership,  directs the management of the Partnership's
properties  pursuant  to a  written  agreement.  NTS  Development  Company  is a
wholly-owned subsidiary of NTS Corporation.  Mr. J. D. Nichols has a controlling
interest  in  NTS  Corporation  and  is  a  General  Partner  of  NTS-Properties
Associates V. Under the agreement,  NTS Development  Company  establishes rental
policies and rates and directs the marketing activity of leasing personnel.  NTS
Development  Company also  coordinates  the purchase of equipment  and supplies,
maintenance activity and the selection of all vendors, suppliers and independent
contractors.  As compensation for its services, NTS Development Company received
a total of $271,852 for the year ended December 31, 2000,  $204,993 was received
from the  commercial  properties  and $66,859 was received from the  residential
property.  The fee is equal to 6% of gross revenues from  commercial  properties
and 5% of gross revenues from residential properties.

In addition,  the agreement  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,
commissions,  fringe  benefits,  and  related  employment  expenses  of  on-site
personnel.

The term of the agreement  between NTS  Development  Company and the Partnership
was for an initial period of five years, and thereafter for succeeding  one-year
periods,  unless  cancelled.  The agreement is subject to cancellation by either
party upon 60-days  written  notice.  As of December 31, 2000,  the agreement is
still in effect.

Working Capital Practices
-------------------------

Information  about the  Partnership's  working capital  practices is included in
Management  Discussion  and  Analysis  of  Financial  Condition  and  Results of
Operations in Part II, Item 7.

Seasonal Operations
-------------------

The Partnership  does not consider its operations to be seasonal to any material
degree.

Conflict of Interest
--------------------

Because the  principals of the General  Partner and/or its affiliates own and/or
operate real estate  properties  other than those owned by the Partnership  that
are or could be in  competition  with the  Partnership,  potential  conflicts of
interest exist.  Because the Partnership was organized by and is operated by the
General  Partner,   these  conflicts  are  not  resolved   through   arms-length
negotiations  but through the exercise of the General  Partner's  good judgement
consistent  with its fiduciary  responsibility  to the limited  partners and the
Partnership's  investment  objectives  and  policies.  The  General  Partner  is
accountable  to the  limited  partners  as a  fiduciary  and  consequently  must
exercise  good faith and  integrity in handling  the  Partnership's  affairs.  A
provision has been made in the  partnership  agreement that the General  Partner
will not be liable to the Partnership except for acts or omissions  performed or
omitted fraudulently, in bad faith or with negligence.


                                       12


<PAGE>

Conflict of Interest - Continued
--------------------------------

In addition,  the  partnership  agreement  provides for  indemnification  of the
General  Partner by the  Partnership  for  liability  resulting  from  errors in
judgement or certain acts or omissions.  The General  Partner and its affiliates
retain a free right to compete with the Partnership's  properties  including the
right to develop competing properties now and in the future in addition to those
existing properties which may compete directly or indirectly.

NTS  Development  Company  (the  "Property  Manager"),  and an  affiliate of the
General Partner, acts in a similar capacity for other affiliated entities in the
same  geographic  region  where the  Partnership  has  property  interests.  The
agreement  with  the  Property  Manager  is on terms  no less  favorable  to the
Partnership  than those which  could be obtained  from a third party for similar
services in the same  geographical  region in which the  properties are located.
The contract is terminable by either party without  penalty upon 60-days written
notice.

There are no other  agreements or  relationships  between the  Partnership,  the
General Partner and its affiliates other than those previously described.

Employees
---------

The  Partnership  has no  employees;  however,  employees of an affiliate of the
General  Partner are  available  to perform  services for the  Partnership.  The
Partnership  reimburses  this  affiliate for the actual costs of providing  such
services.  See Part II, Item 8 - Note 7 for further  discussion of related party
transactions.

Governmental Contracts and Regulations
--------------------------------------

No portion of the Partnership's  business is subject to renegotiation of profits
or  termination  of  contracts  or  sub-contracts  at the election of the United
States Government.

Item 3.     Legal Proceedings
            -----------------

None.

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

None.













                                       13


<PAGE>

                                     PART II
                                     -------

Item 5.       Market for  Registrant's Limited Partnership Interests and Related
              ------------------------------------------------------------------
              Partner Matters
              ---------------

There is no established  trading market for the limited  partnership  interests,
nor is one likely to develop.  The Partnership had 1,749 limited  partners as of
February 28, 2001. Cash  distributions and allocations of income (loss) are made
as  described  in  Note  1D to the  Partnership's  2000  consolidated  financial
statements.

Annual  distributions  totaling  $37.50 were paid per limited  partnership  unit
during  1999.  No  distributions  were  paid  during  2000  or  1998.  Quarterly
distributions  are determined  based on current cash  balances,  cash flow being
generated by operations and required cash reserves, as determined by the General
Partner,   for  future   leasing  costs,   tenant  finish  costs,   and  capital
improvements. Distributions were paid quarterly as follows:


                               2000             1999          1998
                               ----             ----          ----
      First quarter        $    --          $   37.50      $    --
      Second quarter            --               --             --
      Third quarter             --               --             --
      Fourth quarter            --               --             --
                           -----------      -----------    -----------
                           $    --          $   37.50      $    --
                           ===========      ===========    ===========

The table below  presents  that portion of the  distributions  that  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 2000, 1999 and 1998.  Distributions were funded by cash
flow derived from investing activities.


                           Net Income (Loss)   Cash Distributions   Return of
                              Allocated            Declared          Capital
                              ---------            --------          -------

      Limited partners:
           2000             $   (37,825)          $      --         $      --
           1999                 (78,477)            1,252,275         1,252,275
           1998               3,956,082                  --                --
      General Partners
           2000             $      (382)          $      --         $      --
           1999                    (793)               12,649            12,649
           1998                  39,961                  --                --



                                       14


<PAGE>

Item 6.   Selected Financial Data
          -----------------------

Years ended December 31, 2000, 1999, 1998, 1997, and 1996.
<TABLE>

                                    2000             1999            1998            1997            1996
                                    ----             ----            ----            ----            ----
<CAPTION>

<S>                             <C>             <C>             <C>             <C>             <C>
Rental and other income         $  4,915,420    $  4,871,091    $  7,067,738    $  7,173,083    $  6,958,452
Gain on sale of property                --            71,439       5,364,026            --              --
Total expenses                     4,963,750       5,033,030       6,924,566       7,867,222       7,928,627
                                -------------   -------------   -------------   -------------   -------------
(Loss) income before
  minority interest and
  extraordinary item                 (48,330)        (90,500)      5,507,198        (694,139)       (970,175)
Minority interest                    (10,123)        (11,230)        203,291        (140,659)       (206,554)
                                -------------   -------------   -------------   -------------   -------------
(Loss) income after
  minority interest before
  extraordinary item                 (38,207)        (79,270)      5,303,907        (553,480)       (763,621)

Extraordinary item                      --              --        (1,307,864)        (54,544)        (72,349)
                                -------------   -------------   -------------   -------------   -------------
Net income (loss)               $    (38,207)   $    (79,270)   $  3,996,043    $   (608,024)   $   (835,970)
                                =============   =============   =============   =============   =============

Net income (loss)
  allocated to:
     General Partner            $       (382)   $       (793)   $     39,961    $     (6,080)   $     (8,360)
     Limited partners           $    (37,825)   $    (78,477)   $  3,956,082    $   (601,944)   $   (827,610)

Net income (loss) per
  limited partnership Units     $      (1.24)   $      (2.39)   $     114.89    $     (17.13)   $     (23.23)

Weighted average number
  of limited partnership
  Units                               30,620          32,861          34,433          35,136          35,632

Cumulative net income
  (loss) allocated to:
      General Partner           $     66,174    $     66,556    $     67,349    $     27,388    $     33,468
      Limited partners          $ (4,714,737)   $ (4,676,912)   $ (4,598,435)   $ (8,554,517)   $ (7,952,573)

Cumulative taxable
  income (loss) allocated to:
     General Partner            $    165,329    $    146,496    $    189,030    $    153,955    $    149,844
     Limited partners           $ (5,864,636)   $ (5,723,508)   $ (3,720,315)   $ (7,160,797)   $ (7,217,069)

Distributions declared:
     General Partner            $       --      $     12,649    $       --      $       --      $       --
     Limited partners           $       --      $  1,252,275    $       --      $       --      $       --

Cumulative distributions
  declared to:
     General Partner            $    168,176    $    168,176    $    155,527    $    155,527    $    155,527
     Limited partners           $ 16,641,479    $ 16,641,479    $ 15,389,204    $ 15,389,204    $ 15,389,204

At year end:
  Land, buildings and
    amenities, net              $ 22,074,949    $ 19,908,042    $ 21,132,411    $ 31,301,853    $ 32,911,268
     Total assets               $ 24,186,003    $ 23,880,328    $ 26,670,378    $ 33,361,738    $ 35,384,491

     Mortgages and notes
      payable                   $ 14,436,464    $ 14,143,157    $ 15,073,762    $ 27,159,234    $ 28,476,266
</TABLE>

The  above  selected  financial  data  should  be read in  conjunction  with the
consolidated  financial statements and related notes appearing elsewhere in this
Form 10-K report.

                                       15


<PAGE>

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

Management's  Discussion  and  Analysis of  Financial  Condition  and Results of
Operations  ("MD&A") is  structured  in four major  sections.  The first section
provides  information  related to  occupancy  levels and rental and other income
generated  by the  Partnership's  properties.  The  second  analyzes  results of
operations on a consolidated basis. The final sections address consolidated cash
flows and  financial  condition.  Discussion  of  certain  market  risks and our
cautionary  statements  also  follow.  Management's  analysis  should be read in
conjunction  with  the  consolidated  financial  statements  in  Item 8 and  the
cautionary statements below.

Occupancy Levels
----------------

The occupancy  levels at the  Partnership's  properties and joint ventures as of
December 31 were as follows:


                                                  2000 (1)    1999      1998
                                                  --------    ----      ----
 Wholly-Owned Properties
 -----------------------
 Commonwealth Business Center Phase II (2)           73%       86%       79%

 Properties Owned in Joint Venture with NTS-
 -------------------------------------------
 Properties IV (ownership % at December 31, 2000)
 ------------------------------------------------
 The Willows of Plainview Phase II (90.30%)          89%       87%       92%

 Properties Owned Through
 ------------------------
 Lakeshore/University II Joint Venture
 -------------------------------------
 Lakeshore Business Center Phase I (3)               85%       73%       85%
 Lakeshore Business Center Phase II (3)              86%       72%       79%
 Lakeshore Business Center Phase III                 12%       N/A       N/A

 (1)  Current occupancy levels are considered adequate to continue the operation
      of the Partnership's properties.
 (2)  In the opinion of the General Partner  of the Partnership, the decrease in
      year ending  occupancy  is  only a  temporary  fluctuation  and  does  not
      represent a permanent downward occupancy trend.
 (3)  Ownership percentage  was 81.19%,  79.45% and 69.23% at December 31, 2000,
      1999 and 1998, respectively

The average occupancy levels at the Partnership's  properties and joint ventures
as of December 31 were as follows:


                                                    2000      1999       1998
                                                    ----      ----       ----
 Wholly-Owned Properties
 -----------------------
 Commonwealth Business Center Phase II               83%       79%       80%
 University Business Center Phase I                  N/A       N/A      100% (1)

 Properties Owned in Joint Venture with NTS-
 -------------------------------------------
 Properties IV (ownership % at December 31, 2000)
 ------------------------------------------------
 The Willows of Plainview Phase II (90.30%)          92%       93%       87%

 Properties Owned Through
 ------------------------
 Lakeshore/University II Joint Venture
 -------------------------------------
 Lakeshore Business Center Phase I (2)               78%       74%       88%
 Lakeshore Business Center Phase II (2)              86%       85%       91%
 Lakeshore Business Center Phase III                 12%       N/A       N/A
 University Business Center Phase II (1)             N/A       N/A       91%

 (1)  Represent average occupancy through October 6, 1998.
 (2)  Ownership percentage  was 81.19%,  79.45% and  69.23% as of  December  31,
      2000, 1999 and 1998, respectively.


                                       16

<PAGE>

Rental and Other Income
-----------------------

Rental and other income  generated  by the  Partnership's  properties  and joint
ventures for the years ended December 31, 2000, 1999 and 1998 were as follows:


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

 Wholly-Owned Properties
 -----------------------
 Commonwealth Business Center Phase II      $  636,495 $  584,567  $  591,913
 University Business Center Phase I              N/A        N/A    $1,167,893(1)


 Properties Owned in Joint Venture
 ---------------------------------
 with NTS- Properties IV
 -----------------------
 (Ownership % at December 31, 2000)
 ----------------------------------

 The Willows of Plainview Phase II (90.30%) $1,318,620 $1,341,677  $1,328,990

 Properties Owned Through
 ------------------------
 Lakeshore/University II Joint Venture
 -------------------------------------
 Lakeshore Business Center Phase I (2)      $1,404,217 $1,284,362  $1,493,648
 Lakeshore Business Center Phase II (2)     $1,414,306 $1,408,339  $1,638,695
 Lakeshore Business Center Phase III (3)    $    5,122      N/A         N/A
 University Business Center Phase II             N/A        N/A    $  779,945(1)

 (1) On October 6, 1998, University  Business Centers Phases I and II were sold.
     Revenues shown here  represent 1998 income through the date of disposition.
     Ownership  of University Business  Center Phase II was 69.23% on October 6,
     1998.

 (2) Represents ownership percentage of 81.19% for the six months ended December
     31, 2000,  79.45%  for the six months  ended June 30, 2000 and December 31,
     1999, and  69.23% for the six  months  ended June 30,  1999 and  the twelve
     months  ended  December 31, 1998.

 (3) Property  was  constructed  in 2000.  Ownership  was 81.19% at December 31,
     2000.

The following is an analysis of material  changes in results of  operations  for
the periods ending December 31, 2000,  1999 and 1998.  Items that did not have a
material  impact on operations for the periods listed above have been eliminated
from this discussion.

Rental income  decreased  approximately  $2,370,000,  or 34%, from 1998 to 1999,
primarily as a result of the sale of University  Business Center Phases I and II
in  October  1998.  See Item 8 - Note 9 for a  further  discussion  of the sale.
Approximately  $1,168,000  and $780,000 of revenues were generated by University
Business  Center  Phase  I and II,  respectively  for the  twelve  months  ended
December 31, 1998.  Also  contributing  to the decrease is a decrease in average
occupancy at Lakeshore Business Center Phases I and II.

Period ending occupancy percentages represent occupancy only on a specific date;
therefore, the above analysis considers average occupancy percentages, which are
more representative of the entire period's results.

In cases of tenants who cease making rental  payments or abandon the premises in
breach of the lease terms, the Partnership pursues collection through the use of
collection agencies or other remedies available by law when practical.  In cases
where tenants have vacated as a result of bankruptcy,  the Partnership has taken
legal action when it thought  there could be a possible  collection.  There have
been no funds  recovered  as a result of these  actions  during the years  ended
December  31,  2000,  1999 or 1998.  As of December  31, 2000 no action is being
taken against any tenants to collect funds through the remedies discussed above.

                                       17


<PAGE>

Rental and Other Income - Continued
-----------------------------------

The 1999 gain on sale of asset is a result of the sale of University  III vacant
land to Silver City Properties, Ltd. on September 17, 1999 and the result of the
Lakeshore/University  II Joint Venture (the "L/U II Joint  Venture") sale of 2.4
acres of land on July 23, 1999 (see Item 8 - Note 8).

The 1998 gain on sale of asset is the  result  of  selling  University  Business
Center  Phases I and II. On October 6, 1998  pursuant to a contract  executed on
September 8, 1998,  the L/U II Joint Venture and NTS  Properties V, an affiliate
of the General  Partner of the  Partnership,  sold  University  Business  Center
Phases  I and  II  office  buildings  to  Silver  City  Properties,  Ltd.  ("the
Purchaser"),  for  $17,950,000  ($8,975,000 for Phase I and $8,975,000 for Phase
II).  University  Business Center Phase II was owned by the L/U II Joint Venture
of which the  Partnership  owned a 69.23%  interest  as of the date of the sale.
Portions of the proceeds from this sale were immediately used to pay outstanding
debt (including interest and prepayment penalty) of $10,672,643  ($4,739,261 for
Phase I and  $5,933,382 for Phase II) on these  properties.  During October 1998
the  Partnership  used  proceeds  from  the  sale  to pay  outstanding  debt  of
approximately $1,448,000 on Commonwealth Business Center Phase II.

Interest and other income  includes  income earned from  short-term  investments
made  by  the  Partnership   with  cash  reserves.   Interest  income  decreased
approximately  $106,000, or 40%, from 1999 to 2000, as a result of a decrease in
cash reserves available for investment.  Interest income increased approximately
$174,000  from  1998 to  1999,  as a  result  of an  increase  in cash  reserves
available for investment.

Operating expenses decreased  approximately $257,000, or 19%, from 1998 to 1999,
primarily  due to the  sale of  University  Business  Center  Phases I and II in
October 1998 and decreased  exterior  repairs at  Commonwealth  Business  Center
Phase II and The Willows of Plainview Phase II.

Operating expenses - affiliated  decreased  approximately  $44,000,  or 7%, from
1998 to 1999,  primarily as a result of the sale of University  Business  Center
Phases I and II in October 1998.  Operating  expenses - affiliated  are expenses
incurred for services by employees of NTS Development  Company,  an affiliate of
the General Partner of the Partnership.

The 2000 loss on  disposal  of assets can be  attributed  to the  retirement  of
assets at Lakeshore Business Center Phases I and II and The Willows of Plainview
Phase II which were not fully  depreciated.  The retirements  were due to common
area  renovations at Lakeshore  Business  Center Phases I and II and to wood and
exterior renovations at The Willows of Plainview Phase II.

The 1999 and 1998 loss on  disposal  of assets is  primarily  the  result of the
retirement of  improvements  and amenities at The Willows of Plainview  Phase II
which were not fully  depreciated.  The retirements were due to alarm system and
signage replacements, pool renovations and clubhouse remodeling.

Interest expense decreased  approximately  $156,000,  or 13%, from 1999 to 2000,
primarily due to regular principal  payments on Lakeshore Business Center Phases
I and II mortgages and The Willows of Plainview Phase II mortgages.




                                       18


<PAGE>

Rental and Other Income - Continued
-----------------------------------

Interest expense decreased  approximately  $967,000,  or 45%, from 1998 to 1999,
primarily  as a result  of the  reduction  in debt  from the sale of  University
Business  Center  Phase I and II in  October  1998  and from  regular  principal
payments.

Management  fees are  calculated as a percentage of cash  collections;  however,
revenue for reporting  purposes is recorded on the accrual  basis.  As a result,
the  fluctuations of revenues  between periods will differ from the fluctuations
of management fee expense.  The approximate $141,000 decrease in management fees
from 1998 to 1999 is  primarily  the result of the sale of  University  Business
Center Phases I and II in October 1998.

Real estate taxes  decreased  approximately  $38,700,  or 8%, from 1999 to 2000,
primarily due to a decrease in assessment at Commonwealth  Business Center Phase
II and to the sale of 2.4 acres of land by the L/U II Joint Venture in July 1999
and the sale of University Phase III vacant land in September 1999.

Real estate taxes decreased  approximately  $158,000, or 25%, from 1998 to 1999,
primarily as a result of the sale of University  Business Center Phases I and II
in October 1998.

Professional and administrative  expenses decreased  approximately  $74,000,  or
34%, from 1999 to 2000,  primarily as a result of decreased legal and accounting
fees relating to the tender offers.

Professional and administrative  expenses increased  approximately  $85,000,  or
64%, from 1998 to 1999,  primarily as a result  increased legal fees relating to
the tender offers and increased accounting fees.

Professional and administrative  expenses - affiliated  decreased  approximately
$32,000, or 18%, from 1999 to 2000, and approximately $28,000, or 13%, from 1998
to 1999.  These  decreases are primarily  due to the decreased  salary  expenses
allocated  from NTS  Development  Company  following  the  sales  of  University
Business  Center  Phases I and II and  changes in  personnel.  Professional  and
administrative   expenses  -  affiliated  are  expenses  incurred  for  services
performed by employees of NTS Development  Company,  an affiliate of the General
Partner, on behalf of the Partnership.

Depreciation and amortization  expense increased  approximately  $60,000, or 6%,
from 1999 to 2000,  primarily as a result of additional assets placed in service
at  Lakeshore  Business  Center  Phases  I and II as a  result  of  common  area
renovations.

Depreciation and amortization  decreased  approximately  $400,000,  or 29%, from
1998 to 1999.  The  decrease  is the result of the sale of  University  Business
Center  Phases I and II in October  1998.  Depreciation  is  computed  using the
straight-line  method over the  estimated  useful  lives of the assets which are
5-30 years for land  improvements,  3 -30 years for buildings and  improvements,
and  3-7  years  for  amenities  and  the  applicable   lease  term  for  tenant
improvements. The aggregate cost of the Partnership's properties for federal tax
purposes is approximately $40,569,924.





                                       19

<PAGE>

Rental and Other Income - Continued
-----------------------------------

The 1998 extraordinary  item - early  extinguishment of debt relates to the sale
of  University  Business  Center Phases I and II. A portion of the proceeds from
the sale was used to retire a $4,358,191 mortgage payable on University Business
Center Phase I (maturity of February  2008),  a $5,128,872  mortgage  payable on
University  Business  Center Phase II (maturity of August 2008) and a $1,435,051
mortgage payable on Commonwealth  Business Center Phase II (maturity of February
2009).  As a result of the prepayment of the University  Business Center Phase I
and II  mortgages,  penalties  of  $348,655  and $  763,995  respectively,  were
required by the insurance  companies who held the  mortgages.  Unamortized  loan
costs  connected  with these loans were also  expensed  due to the fact that the
mortgages were repaid prior to their maturity.

Consolidated Cash Flows and Financial Condition
-----------------------------------------------

The majority of the Partnership's  cash flow is typically derived from operating
activities.  Cash flows provided by investing  activities in 1998 are the result
of the sale of University  Business  Center Phases I and II. Cash flows provided
by investing  activities in 1999 are the result of the sale of University  Phase
III  land and the sale of 2.4  acres of land by the L/U II Joint  Venture.  Cash
flows used in investing  activities are for tenant finish  improvements  and for
other  capital  additions  and are  funded  by  operating  activities  and  cash
reserves.  Cash flows  provided by financing  activities are from debt fundings.
Cash flows used in financing activities are for cash distributions,  loan costs,
principal  payments on mortgages  payable,  repurchases  of limited  partnership
Units and an increase in funds reserved by the Partnership for the repurchase of
limited partnership Units through the tender offers.

In the next 12 months, the Partnership expects the demand on future liquidity to
increase as a result of future leasing activity at Commonwealth  Business Center
Phase II and  Lakeshore  Business  Center  Phases  I, II and III.  There  may be
significant  demands  on  future  liquidity  due to the  lease  up of  Lakeshore
Business  Center Phase III. At this time,  the future  leasing and tenant finish
costs which will be  required to renew the current  leases or obtain new tenants
are  unknown.  It is anticipated  that the cash flows from  operations  and cash
reserves will be sufficient to meet the needs of the Partnership.

Cash flows provided by (used in):

                                       2000            1999            1998
                                       ----            ----            ----
 Operating activities             $  1,048,397    $  1,093,626    $  1,934,977
 Investing activities               (3,379,935)        301,021      15,635,527
 Financing activities                  232,667      (2,827,744)    (13,490,614)
                                  -------------   -------------   -------------
     Net (decrease) increase
      in cash and equivalents     $ (2,098,871)   $ (1,433,097)   $  4,079,890
                                  =============   =============   =============

Net cash provided by operating  activities decreased  approximately  $45,000, or
4%, in 2000.  The decrease was primarily  driven by a loss on disposal of assets
and decreased other assets.

Net cash provided by operating activities decreased  approximately  $840,000, or
43%, in 1999. The decrease was primarily driven by a decrease in net income from
operations as a result of the sale of University Business Center Phases I and II
in October 1998 and by changes in working capital accounts.

Net cash used in investing activities increased approximately $3,680,000 in 2000
as  compared  to  1999.  The  increase  is  the  result  of  increased   capital
expenditures primarily at Lakeshore Business Center Phase III.



                                       20


<PAGE>

Consolidated Cash Flows and Financial Condition - Continued
-----------------------------------------------------------

Net cash provided by investing activities in 1999 decreased compared to 1998 due
to  approximately  $14,460,000 in proceeds from the sale of University  Business
Center Phases I and II being  included in 1998 and increased  capital  spending.
The decrease is partially offset by approximately  $1,245,000  proceeds received
in 1999 from the sale of University  Phase III and 2.4 acres of land adjacent to
the Lakeshore Business Center.

The  approximate  $3,060,000  decrease in cash used in financing  activities  is
partially the result of an  approximate  $1,265,000  cash  distribution  paid in
March 1999. No distributions  were paid during the year ended December 31, 2000.
Also  contributing  to the decrease is a decrease in the  repurchase  of limited
partnership  Units and an increase due to funds drawn on the Lakeshore  Business
Center Phase III loan which was closed September 8, 2000.

The approximate $10,660,000 decrease in net cash used in financing activities in
1999 was  primarily  the  result  of the  retirement  of  mortgages  payable  on
Commonwealth Business Center II and University Business Center I and II from the
proceeds of the sale of University Business Center I and II in October 1998.

The table below  presents that portion of the  distributions  which  represent a
return of capital on a Generally  Accepted  Accounting  Principle  basis for the
years ended December 31, 2000, 1999 and 1998.  Distributions were funded by cash
derived from investing activities.


                       Net (Loss) Income   Cash Distributions     Return of
                           Allocated           Declared            Capital
                           ---------           --------            -------
 Limited partners:
      2000              $   (37,825)        $      --             $      --
      1999                  (78,477)          1,252,275             1,252,275
      1998                3,956,082                --                    --
 General Partner:
      2000              $      (382)        $      --             $      --
      1999                     (793)             12,649                12,649
      1998                   39,961                --                    --


Currently,  the  Partnership's  plans for  renovations  and other major  capital
expenditures  include tenant  improvements  at the  Partnership's  properties as
required  by lease  negotiations  at the  Partnership's  commercial  properties.
Changes to current  tenant finish  improvements  are a typical part of any lease
negotiation. Improvements generally include a revision to the current floor plan
to accommodate a tenant's  needs,  new carpeting and paint and/or wall covering.
The extent and cost of the  improvements are determined by the size of the space
being  leased and  whether  the  improvements  are for a new tenant or  incurred
because of a lease  renewal.  The tenant finish  improvements  will be funded by
cash  flows from  operations,   cash  reserves  or  additional  financing  where
necessary.

As of  December  31,  2000,  the  L/U II  Joint  Venture  has a  commitment  for
approximately $122,000 for tenant improvements on 6,190 square feet at Lakeshore
Business  Center Phase III.  This  commitment  will be funded from existing debt
financing. The Partnership had incurred approximately $77,000 of this cost as of
December 31, 2000.



                                       21


<PAGE>

Consolidated Cash Flows and Financial Conditions - Continued
------------------------------------------------------------

The  Partnership  has no other material  commitments  for renovations or capital
improvements as of December 31, 2000.

Pursuant to Section 16.4 of the Partnership's  Amended and Restated Agreement of
Limited Partnership,  the Partnership established an Interest Repurchase Reserve
in June 1996.  During the years ended  December  31,  1998,  1997 and 1996,  the
Partnership  funded  $177,930,  $0, and $99,900,  respectively,  to the reserve.
Through October 25, 1998, (the commencement date of the First Tender Offer), the
Partnership  had  repurchased  a total of 1,882  Units for  $277,830  at a price
ranging  from  $135 to $160 per  Unit.  Repurchased  Units  are  retired  by the
Partnership,  thus  increasing  the  percentage  of ownership of each  remaining
limited partner investor.  The Interest  Repurchase Reserve was funded from cash
reserves. The balance in the reserve at December 31, 2000 was $0.

On October  13,  1998,  the  Partnership  and ORIG,  LLC,  an  affiliate  of the
Partnership  (the  "Offerors"),  commenced  a tender  offer (the  "First  Tender
Offer") to purchase up to 1,200 of the Partnership's  limited  partnership Units
at a price  of $205  per  Unit as of the date of the  First  Tender  Offer.  The
initial  expiration date of the First Tender Offer was January 11, 1999 and this
expiration date was  subsequently  extended through February 5, 1999. A total of
2,458 Units were tendered,  pursuant to the First Tender Offer, and the Offerors
accepted all Units tendered. The Partnership repurchased 600 Units and ORIG, LLC
purchased 1,858 Units at a total cost of $503,890 plus offering expenses.

On June 25, 1999, the  Partnership  commenced a second tender offer (the "Second
Tender Offer") to purchase up to 1,000 of the Partnership's  limited partnership
Units at a price of $167.50 per Unit as of the date of the Second  Tender Offer.
The initial  expiration  date of the Second Tender Offer was August 31, 1999. On
August 18, 1999,  the price was  increased  to $180 per Unit and the  expiration
date was extended to  September  30,  1999.  On August 31,  1999,  the price was
increased again to $205 per Unit and the expiration date remained  September 30,
1999. A total of 2,523 Units were tendered, pursuant to the Second Tender Offer,
and the Partnership accepted all Units at a total cost of $517,215 plus offering
expenses. ORIG, LLC did not participate in the Second Tender Offer.

On November 5, 1999, the Partnership and ORIG, LLC, (the "Offerors"),  commenced
a third  tender offer (the "Third  Tender  Offer") to purchase up to 500 limited
partnership Units at a price of $215 per Unit as of the date of the Third Tender
Offer.  The initial  expiration  date of the offer was  December  23,  1999.  On
December 22, 1999,  the price was increased to $230 per Unit and the  expiration
date was extended to December  31,  1999. A total of 1,196 Units were  tendered,
pursuant  to the  Third  Tender  Offer,  and the  Offerors  accepted  all  Units
tendered.  The  Partnership  repurchased  250 Units and ORIG,  LLC purchased 946
Units at a total cost of $275,080 plus offering expenses.

On September 22, 2000, the Partnership and ORIG, LLC (the "Offerors"), commenced
a fourth tender offer (the "Fourth  Tender  Offer") to purchase up to 200 of the
Partnership's  limited  partnership  Units at a price of $230 per Unit as of the
date of the Fourth Tender Offer.  The expiration  date of the offer was December
22, 2000. A total of 2,710 Units were  tendered,  pursuant to the Fourth  Tender
Offer, and the Offerors accepted all Units tendered. The Partnership repurchased
100 Units and ORIG,  LLC purchased  2,610 Units at a total cost of $623,300 plus
offering expenses.



                                       22


<PAGE>

Consolidated Cash Flows and Financial Conditions - Continued
------------------------------------------------------------

The offering price per Unit was established by the General  Partner  in its sole
discretion  and  does  not  purport  to  represent  the  fair  market  value  or
liquidation value of the Units at that date.

The following  describes the efforts being taken by the  Partnership to increase
the occupancy levels at the Partnership's  properties.  At Commonwealth Business
Center  Phase II, the leasing and  renewal  negotiations  are handled by leasing
agents, employees of NTS Development Company,  located in Louisville,  Kentucky.
The leasing agents are located in the same city as the property. All advertising
is  coordinated  by  NTS  Development   Company's  marketing  staff  located  in
Louisville, Kentucky. The leasing and renewal negotiations at Lakeshore Business
Center  Phases I and II are  handled  by a leasing  agent,  an  employee  of NTS
Development  Company,  located at the Lakeshore Business Center Development.  At
The Willows of Plainview Phase II, the Partnership has an on-site leasing staff,
employees  of NTS  Development  Company,  who handle  all  on-site  visits  from
potential  tenants,  make visits to local  companies to promote fully  furnished
units,  negotiate lease renewals with current residents and coordinate all local
advertising with NTS Development Company's marketing staff.

Leases  at the  Partnership's  commercial  properties  provide  for  tenants  to
contribute toward the payment of common area expenses, insurance and real estate
taxes.  These lease provisions,  along with the fact that residential leases are
generally for a period of one year, should protect the Partnership's  operations
from the impact of inflation and changing prices.

Cautionary Statements
---------------------

Some of the  statements included in Items 1 and 2, Business and  Properties  and
Item 7, Management's  Discussion and Analysis of Financial Condition and Results
of Operations,  may be considered to be "forward-looking  statements" since such
statements relate to matters which have not yet occurred.  For example,  phrases
such as "the Partnership anticipates",  "believes" or "expects" indicate that it
is possible  that the event  anticipated,  believed  or expected  may not occur.
Should such event not occur, then the result which the Partnership expected also
may  not  occur  or  occur  in a  different  manner,  which  may be more or less
favorable to the Partnership. The Partnership does not undertake any obligations
to  publicly  release  the  result  of any  revisions  to these  forward-looking
statements that may be made to reflect any future events or circumstances.

Any forward looking statements included in Management's  Discussion and Analysis
of Financial  Condition and Results of Operations,  or elsewhere in this report,
which reflect  management's best judgement based on factors known, involve risks
and uncertainties. Actual results could differ materially from those anticipated
in any forward-looking  statements as a result of a number of factors, including
but not  limited  to those  discussed  below.  Any  forward-looking  information
provided by the  Partnership  pursuant to the safe harbor  established by recent
securities legislation should be evaluated in the context of these factors.

The  Partnership's  liquidity,  capital  resources and results of operations are
subject to a number of risks and uncertainties including, but not limited to the
following:  the ability of the  Partnership  to achieve  planned  revenues;  the
ability of the Partnership to make payments due under its debt  agreements;  the
ability of the  Partnership  to negotiate  and  maintain  terms with vendors and
service providers for operating expenses;  competitive pressures from other real
estate  companies,  including  large  commercial  and  residential  real  estate
companies,  which may  affect  the nature  and  viability  of the  Partnership's
business strategy; trends

                                       23


<PAGE>

Cautionary Statements - Continued
---------------------------------

in the economy as a whole which may affect  consumer  confidence  and demand for
the  types of  rental  property  held by the  Partnership;  the  ability  of the
Partnership to predict the demand for specific rental properties; the ability of
the  Partnership  to  attract  and  retain  tenants;  availability  and costs of
management and labor  employed;  real estate  occupancy and  development  costs,
including the substantial  fixed  investment  costs  associated with renovations
necessary to obtain new tenants and retain existing  tenants;  and the risk of a
major  commercial  tenant  defaulting  on  its  lease  due  to  risks  generally
associated  with  real  estate,  many of which are  beyond  the  control  of the
Partnership,  including  general  or  local  economic  conditions,  competition,
interest rates, real estate tax rates, other operating expenses and acts of God.






                                       24

<PAGE>

Item 7A.   Quantitative and Qualitative Disclosures About Market Risk
           ----------------------------------------------------------

Our primary  market risk  exposure  with  regards to  financial  instruments  is
changes in interest  rates.  All of the  Partnership's  debt bears interest at a
fixed rate with the exception of the  $1,300,327  mortgage  payable on Lakeshore
Business Center Phase III. At December 31, 2000, a hypothetical  100 basis point
increase in interest rates would result in an approximate  $514,000  decrease in
the fair value of all debt and would increase  interest  expense on the variable
rate mortgage by approximately $12,000 for the year.






                                       25


<PAGE>

Item 8.   Financial Statements and Supplementary Data
          -------------------------------------------

                    REPORT OF INDEPENDENT PUBLIC ACCOUNTANTS
                    ----------------------------------------

To NTS-Properties V, a Maryland Limited Partnership:

We have audited the accompanying  consolidated  balance sheets of NTS-Properties
V, a Maryland  Limited  Partnership,  as of December 31, 2000 and 1999,  and the
related consolidated  statements of operations,  partners' equity and cash flows
for each of the  three  years in the  period  ended  December  31,  2000.  These
consolidated  financial  statements and the schedules  referred to below are the
responsibility of the Partnership's management. Our responsibility is to express
an opinion on these financial statements and schedules based on our audits.

We conducted our audits in accordance with auditing standards generally accepted
in the United States. Those standards 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.  An audit
also includes assessing the accounting principles used and significant estimates
made by  management,  as well as  evaluating  the  overall  financial  statement
presentation.  We believe  that our audits  provide a  reasonable  basis for our
opinion.

In our opinion, the consolidated  financial statements referred to above present
fairly, in all material respects,  the financial position of NTS-Properties V as
of 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.

Our audits were made for the  purpose of forming an opinion on the  consolidated
financial  statements  taken  as a whole.  The  schedules  included  on pages 50
through 52 are  presented  for purposes of  complying  with the  Securities  and
Exchange  Commission's  rules and regulations and are not a required part of the
consolidated  financial  statements.  These schedules have been subjected to the
auditing  procedures  applied  in  our  audits  of  the  consolidated  financial
statements  and, in our  opinion,  fairly  state in all  material  respects  the
financial data required to be set forth therein in relation to the  consolidated
financial statements taken as a whole.

                                              ARTHUR ANDERSEN LLP

Louisville, Kentucky
March 9, 2001








                                       26


<PAGE>

<TABLE>
                                NTS-PROPERTIES V,
                                -----------------

                         A MARYLAND LIMITED PARTNERSHIP
                         ------------------------------

                           CONSOLIDATED BALANCE SHEETS
                           ---------------------------

                        AS OF DECEMBER 31, 2000 AND 1999
                        --------------------------------

<CAPTION>

                                                       2000             1999
                                                       ----             ----

ASSETS
------
<S>                                               <C>               <C>
Cash and equivalents                              $ 1,096,857       $ 3,195,728
Cash and equivalents - restricted                      48,389           128,990
Accounts receivable                                   167,429           114,506
Land, buildings and amenities, net                 22,074,949        19,908,042
Other assets                                          798,379           533,062
                                                  -----------       -----------
     TOTAL ASSETS                                 $24,186,003       $23,880,328
                                                  ===========       ===========

LIABILITIES AND PARTNERS' EQUITY
--------------------------------
Mortgages payable                                 $14,436,464       $14,143,157
Accounts payable                                      367,158           353,297
Security deposits                                     227,091           193,963
Other liabilities                                     213,312           183,062
                                                  -----------       -----------
     TOTAL LIABILITIES                             15,244,025        14,873,479

MINORITY INTEREST                                     853,386           857,050

COMMITMENTS AND CONTINGENCIES (Note 9)

PARTNERS' EQUITY                                    8,088,592         8,149,799
                                                  -----------       -----------
     TOTAL LIABILITIES AND PARTNERS' EQUITY       $24,186,003       $23,880,328
                                                  ===========       ===========
</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.















                                       27


<PAGE>
<TABLE>

                                NTS PROPERTIES V,
                                -----------------

                         A MARYLAND LIMITED PARTNERSHIP
                         ------------------------------

                      CONSOLIDATED STATEMENTS OF OPERATIONS
                      -------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------



                                                             2000            1999            1998
                                                             ----            ----            ----
<CAPTION>

REVENUES
--------
<S>                                                     <C>             <C>             <C>
Rental income                                           $  4,756,468    $  4,605,597    $  6,976,273
Gain on sale of assets                                          --            71,439       5,364,026
Interest and other income                                    158,952         265,494          91,465
                                                        -------------   -------------   -------------
     TOTAL REVENUES                                        4,915,420       4,942,530      12,431,764

EXPENSES
--------
Operating expenses                                         1,138,598       1,126,065       1,383,261
Operating expenses - affiliated                              581,189         585,072         629,332
Loss on disposal of assets                                   195,722          34,314          15,957
Interest expense                                           1,006,032       1,162,058       2,129,322
Management fees                                              271,852         270,555         412,025
Real estate taxes                                            433,269         471,991         629,947
Professional and administrative expenses                     143,324         216,980         132,458
Professional and administrative expenses - affiliated        149,221         180,957         208,495
Depreciation and amortization                              1,044,543         985,038       1,383,769
                                                        -------------   -------------   -------------
     TOTAL EXPENSES                                        4,963,750       5,033,030       6,924,566
                                                        -------------   -------------   -------------
Income (loss) before minority interest and
  extraordinary item                                         (48,330)        (90,500)      5,507,198
Minority interest                                            (10,123)        (11,230)        203,291
                                                        -------------   -------------   -------------
Income (loss) before extraordinary item                      (38,207)        (79,270)      5,303,907
Extraordinary item                                              --              --        (1,307,864)
                                                        -------------   -------------   -------------
     Net income (loss)                                  $    (38,207)   $    (79,270)   $  3,996,043
                                                        =============   =============   =============
Net income (loss) allocated to the limited partners:
Income (loss) before extraordinary item                 $    (37,825)   $    (78,477)   $  5,250,867
Extraordinary item                                              --              --        (1,294,785)
                                                        -------------   -------------   -------------
     Net income (loss)                                  $    (37,825)   $    (78,477)   $  3,956,082
                                                        =============   =============   =============
Net income (loss ) per limited partnership Unit:
Income (loss) before extraordinary item                 $      (1.24)   $      (2.39)   $     152.49
Extraordinary Item                                              --              --            (37.60)
                                                        -------------   -------------   -------------
     Net income (loss) per limited partnership Unit     $      (1.24)   $      (2.39)   $     114.89
                                                        =============   =============   =============
Weighted average number of limited partnership
  Units                                                       30,620          32,861          34,433
                                                        =============   =============   =============

</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       28


<PAGE>
<TABLE>

                                NTS-PROPERTIES V,
                                -----------------

                         A MARYLAND LIMITED PARTNERSHIP
                         ------------------------------

                 CONSOLIDATED STATEMENT OF PARTNERS' EQUITY (1)
                 ----------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------

<CAPTION>

                                                Limited          General
                                               Partners          Partner            Total
                                               --------          -------            -----
PARTNERS' EQUITY/(DEFICIT)
--------------------------
<S>                                          <C>              <C>              <C>
Balances at December 31, 1997                $  6,501,634     $   (128,039)    $  6,373,595

  Net income                                    3,956,082           39,961        3,996,043

  Repurchase of limited partnership Units        (177,930)            --           (177,930)
                                             -------------    -------------    -------------
Balances at December 31, 1998                  10,279,786          (88,078)      10,191,708

  Net loss                                        (78,477)            (793)         (79,270)

  Cash distributions                           (1,252,275)         (12,649)      (1,264,924)

  Repurchase of limited partnership Units        (697,715)            --           (697,715)
                                             -------------    -------------    -------------
Balances at December 31, 1999                   8,251,319         (101,520)       8,149,799

  Net loss                                        (37,825)            (382)         (38,207)

  Repurchase of limited partnership Units         (23,000)            --            (23,000)
                                             -------------    -------------    -------------
Balances at December 31, 2000                $  8,190,494     $   (101,902)    $  8,088,592
                                             =============    =============    =============

</TABLE>

(1)  For the periods  presented,  there are no  elements of other  comprehensive
     income as defined by the Financial Accounting Standards Board, Statement of
     Financial Accounting Standards Statement No. 130, "Reporting  Comprehensive
     Income."

The accompanying notes to consolidated financial statements are an integral part
of these statements.















                                       29


<PAGE>
<TABLE>

                                NTS-PROPERTIES V,
                                -----------------

                         A MARYLAND LIMITED PARTNERSHIP
                         ------------------------------

                      CONSOLIDATED STATEMENTS OF CASH FLOWS
                      -------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------

<CAPTION>

                                                                 2000           1999            1998
                                                                 ----           ----            ----
CASH FLOWS FROM OPERATING ACTIVITIES
------------------------------------
<S>                                                        <C>             <C>             <C>
Net (loss) income                                          $    (38,207)   $    (79,270)   $  3,996,043
Adjustments to reconcile net (loss) income to net cash
provided by operating activities:
  Gain on sale of assets                                           --           (71,439)     (5,364,026)
  Extraordinary item - early extinguishment of debt                --              --         1,307,864
  Loss on disposal of assets                                    195,722          34,314          15,957
  Depreciation and amortization                               1,077,196       1,007,292       1,618,846
  Changes in assets and liabilities:
    Cash and equivalents - restricted                            23,101          41,092         (29,925)
    Accounts receivable                                         (52,923)           (353)        248,156
    Other assets                                               (223,608)        (17,755)       (128,114)
    Accounts payable                                             13,861         125,457         195,587
    Security deposits                                            33,128          29,165         (39,233)
    Other liabilities                                            30,250          36,353         (89,469)
    Minority interest (loss) income                             (10,123)        (11,230)        203,291
                                                           -------------   -------------   -------------
      Net cash provided by operating activities               1,048,397       1,093,626       1,934,977
                                                           -------------   -------------   -------------
CASH FLOWS FROM INVESTING ACTIVITIES
------------------------------------
Proceeds from the sale of land and buildings                       --         1,245,335      14,462,617
Additions to land, buildings and amenities                   (3,386,394)       (947,033)       (524,087)
Minority interest distributions                                   6,459           2,719       1,696,997
                                                           -------------   -------------   -------------
     Net cash (used in) provided by investing activities     (3,379,935)        301,021      15,635,527
                                                           -------------   -------------   -------------
CASH FLOWS FROM FINANCING ACTIVITIES
------------------------------------
Increase in mortgages payable                                 1,300,327            --           200,000
Principal payments on mortgages payable                      (1,007,020)       (930,605)    (12,285,472)
Early principal payment penalty                                    --              --        (1,112,650)
Cash distributions                                                 --        (1,264,924)          8,438
(Increase) decrease in loan costs                               (95,140)           --              --
Repurchase of limited partnership units                         (23,000)       (697,715)       (177,930)
Decrease (increase) in cash and equivalents - restricted         57,500          65,500        (123,000)
                                                           -------------   -------------   -------------
     Net cash provided by (used in) financing activities        232,667      (2,827,744)    (13,490,614)
                                                           -------------   -------------   -------------
     Net (decrease) increase in cash and equivalents         (2,098,871)     (1,433,097)      4,079,890

CASH AND EQUIVALENTS, beginning of year                       3,195,728       4,628,825         548,935
                                                           -------------   -------------   -------------
CASH AND EQUIVALENTS, end of year                          $  1,096,857    $  3,195,728    $  4,628,825
                                                           =============   =============   =============

Interest paid on a cash basis                              $  1,069,527    $  1,145,941    $  1,953,614
                                                           =============   =============   =============

</TABLE>

The accompanying notes to consolidated financial statements are an integral part
of these statements.

                                       30


<PAGE>

                                NTS-PROPERTIES V,
                                -----------------

                         A MARYLAND LIMITED PARTNERSHIP
                         ------------------------------

                   NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
                   ------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------

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

          A)   Consolidation Policy and Joint Venture Accounting
               -------------------------------------------------

               The consolidated  financial  statements  included the accounts of
               all wholly-owned  properties and  majority-owned  joint ventures.
               Intercompany transactions and balances have been eliminated. Less
               than 50% owned joint  ventures are accounted for under the equity
               method.   In  conformity  with  Generally   Accepted   Accounting
               Principles,  management has used estimates and  assumptions  that
               affect the reported amounts of assets, liabilities,  revenues and
               expenses and the disclosure of contingent assets and liabilities.
               Actual results could differ from those estimates.

               From   inception,   the   Partnership   used  the   proportionate
               consolidation  method of accounting for joint venture properties.
               The Partnership's  proportionate  interest in the joint venture's
               assets,  liabilities,  revenues,  expenses  and cash  flows  were
               combined  on a  line-by-line  basis  with the  Partnership's  own
               assets,  liabilities,  revenues,  expenses  and cash  flows.  All
               intercompany   accounts  and  transactions   were  eliminated  in
               consolidation.

               Proportionate  consolidation  was utilized by the Partnership due
               to the fact that the  ownership of joint venture  properties,  in
               substance, was not subject to joint control. The managing General
               Partners  of  the  sole  General  Partner  of the  NTS  sponsored
               partnerships  which have formed joint ventures are  substantially
               the same. As such,  decisions regarding  financing,  development,
               sale or  operations  did not  require the  approval of  different
               partners.  Additionally,  the joint venture properties are in the
               same business/industry as their respective joint venture partners
               and  their  asset,   liability,   revenue  and  expense  accounts
               correspond  with the accounts of such partners.  It is the belief
               of the  General  Partner of the  Partnership  that the  financial
               statement disclosures resulting from proportionate  consolidation
               provided the most meaningful presentation of assets, liabilities,
               revenues,  expenses and cash flows given the  commonality  of the
               Partnership's operations.

               The  Emerging  Issues  Tasks  Force  ("EITF")  of  the  Financial
               Accounting  Standards  Board  ("FASB") has reached a consensus on
               Issue  No.  00-1,  "Applicability  of  the  Pro  Rata  Method  of
               Consolidation  to Investments in Certain  Partnerships  and Other
               Unincorporated Joint Ventures." The EITF reached a consensus that
               a proportionate gross financial statement  presentation (referred
               to as "proportionate  consolidation" in the Notes to Consolidated
               Financial  Statements) is not appropriate for an investment in an
               unincorporated legal entity accounted for by the equity method of
               accounting,  unless the  investee  is in either the  construction
               industry or an extractive  industry where there is a longstanding
               practice of its use.

                                       31

<PAGE>

          A)   Consolidation Policy and Joint Venture Accounting - Continued
               -------------------------------------------------------------

               The consensus is applicable  to financial  statements  for annual
               periods ending after June 15, 2000. The  Partnership now uses the
               equity method to account for its joint venture investment for the
               year ending  December 31, 2000. The  Partnership  has applied the
               consensus to all comparative financial statements, restating them
               to conform  with the  consensus  for all periods  presented.  The
               application  of this consensus did not result in a restatement of
               previously   reported   partners'   equity  or  net   results  of
               operations,   but  did   result   in  a   recharacterization   or
               reclassification  of certain financial  statements'  captions and
               amounts.

          B)   Organization
               ------------

               NTS-Properties   V,   a   Maryland   Limited   Partnership   (the
               "Partnership"),  is a limited partnership  organized on April 30,
               1984.  The  General  Partner is  NTS-Properties  Associates  V, a
               Kentucky limited partnership.  The Partnership is in the business
               of  developing,  constructing,  owning and operating  residential
               apartments and commercial real estate.

          C)   Properties
               ----------

               The Partnership owns and operates the following properties:

               *    Commonwealth  Business  Center  Phase II, a business  Center
                    with  approximately  66,000 net rentable square feet located
                    in Louisville, Kentucky.

               *    A 90.30% joint venture  interest in The Willows of Plainview
                    Phase II, a 144-unit  luxury  apartment  complex  located in
                    Louisville, Kentucky.

               *    An 81.19% joint venture interest in the Lakeshore/University
                    II Joint Venture.  A description of the properties  owned by
                    the joint venture appears below:

                    -    Lakeshore  Business  Center Phase I - a business center
                         -----------------------------------
                         with approximately 103,000 rentable square feet located
                         in Fort Lauderdale, Florida.

                    -    Lakeshore  Business Center Phase II - a business center
                         -----------------------------------
                         with  approximately  97,000 net  rentable  square  feet
                         located in Fort Lauderdale, Florida.

                    -    Lakeshore Business Center Phase III - a business center
                         -----------------------------------
                         with  approximately  39,000 net  rentable  square  feet
                         located in Fort Lauderdale, Florida.

          D)   Allocation of Net Income (Loss) and Cash Distributions
               ------------------------------------------------------

               Operating  net  cash  receipts,  as  defined  in the  partnership
               agreement and which are made available for  distribution  will be
               distributed 1) 99% to the limited  partners and 1% to the General
               Partner  until  the  limited  partners  have  received  their  8%
               preferred return as defined in the partnership  agreement;  2) to
               the General Partner in an amount equal to approximately

                                       32


<PAGE>

          D)   Allocation of Net Income (Loss) and Cash Distributions- Continued
               -----------------------------------------------------------------

               10%  of the  limited  partners  8%  preferred  return  and 3) the
               remainder,  90% to the  limited  partners  and 10% to the General
               Partner. Net operating income (loss),  exclusive of depreciation,
               is allocated to the limited  partners and the General  Partner in
               proportion to their cash  distributions.  Net  operating  income,
               exclusive of depreciation,  in excess of cash distributions shall
               be  allocated  as follows:  (1) pro rata to all  partners  with a
               negative  capital  account  to  in an  amount  to  restore  their
               respective  negative  capital  account  to  zero;  (2) 99% to the
               limited  partners and 1% to the General Partner until the limited
               partners have received cash  distributions from all sources equal
               to their original  capital;  (3) the balance,  75% to the limited
               partners and 25% to the General Partner.  Depreciation expense is
               allocated  99%  to the  limited  partners  and 1% to the  General
               Partner   for  all   periods   presented   in  the   accompanying
               consolidated financial statements.

          E)   Tax Status
               ----------

               The Partnership  has received a ruling from the Internal  Revenue
               Service  stating that the  Partnership is classified as a limited
               partnership  for  federal  income  tax  purposes.  As  such,  the
               Partnership  makes no  provision  for income  taxes.  The taxable
               income  or  loss  is  passed   through  to  the  holders  of  the
               Partnership  interests for inclusion on their  individual  income
               tax returns.

               A  reconciliation  of net (loss) income for  financial  statement
               purposes versus that for income tax reporting is as follows:

<TABLE>

                                                     2000         1999        1998
                                                     ----         ----        ----
<CAPTION>

<S>                                              <C>         <C>          <C>
                Net income (loss)                $   (38,207) $   (79,270) $ 3,996,043
                Items handled differently
                  for tax purposes:
                 Gain/loss on sale of assets            --     (1,765,152)    (982,892)
                 Depreciation and amortization        18,893     (177,825)     421,204
                 Capitalized leasing costs              --          2,622       11,930
                 Rental income                        11,084      (32,996)      44,212
                 Write-off of unamortized tenant        --        (24,787)      (6,314)
                  improvements
                 Allowance for doubtful accounts        --         (4,698)      (8,626)
                 Other                              (114,065)      36,379         --
                                                 ------------ ------------ ------------
                Taxable (loss) income            $  (122,295) $(2,045,727) $ 3,475,557
                                                 ============ ============ ============
</TABLE>


          F)   Cash and Equivalents - Restricted
               ---------------------------------

               Cash and  equivalents - restricted  represents 1) funds  received
               for  residential  security  deposits,  2) funds  which  have been
               escrowed with mortgage companies for property taxes in accordance
               with the loan  agreements  with said  mortgage  companies  and 3)
               funds reserved by the  Partnership  for the repurchase of limited
               partnership Units (1999 balance only).





                                       33


<PAGE>

          G)   Basis of Property and Depreciation
               ----------------------------------

               Land,  buildings and amenities are stated at historical cost less
               accumulated  depreciation  to  the  Partnership.  Costs  directly
               associated with the acquisition,  development and construction of
               a project are  capitalized.  Depreciation  is computed  using the
               straight-line  method  over  the  estimated  useful  lives of the
               assets which are 5-30 years for land improvements, 3-30 years for
               buildings  and  improvements,  3-7  years for  amenities  and the
               applicable lease term for tenant improvements.

               Statement of  Financial  Accounting  Standards  ("SFAS") No. 121,
               Accounting  for  the  Impairment  of  Long-Lived  Assets  and for
               Long-Lived  Assets to be Disposed Of, specifies  circumstances in
               which certain  long-lived assets must be reviewed for impairment.
               If such review  indicates  that the  carrying  amount of an asset
               exceeds the sum of its  expected  future cash flows,  the asset's
               carrying value must be written down to fair value. Application of
               this standard  during the years ended December 31, 2000, 1999 and
               1998 did not result in an impairment loss.

          H)   Revenue Recognition - Rental Income and Capitalized Leasing Costs
               -----------------------------------------------------------------

               The  Partnership  recognizes  revenue  in  accordance  with  each
               tenant's respective lease agreement. Certain of the Partnership's
               lease agreements for the commercial  properties are structured to
               include  scheduled and specified  rent  increases  over the lease
               term.  For financial  reporting  purposes,  the income from these
               leases is being  recognized  on a  straight-line  basis  over the
               lease  term.  Accrued  income  connected  with  these  leases  is
               included in accounts  receivable and totaled  $55,357 and $28,433
               at December 31, 2000 and 1999, respectively.

               All commissions paid to commercial  leasing agents and incentives
               paid to tenants are  deferred and  amortized  on a  straight-line
               basis over the applicable lease term.

          I)   Advertising
               -----------

               The   Partnership   expenses   advertising   costs  as  incurred.
               Advertising  expense was immaterial to the Partnership during the
               years ended December 31, 2000, 1999 and 1998.

          J)   Statements of Cash Flows
               ------------------------

               For  purposes  of  reporting  cash  flows,  cash and  equivalents
               include cash on hand and short- term,  highly liquid  investments
               with initial maturities of three months or less.

2.        Concentration of Credit Risk
          ----------------------------

          NTS-Properties  V owns and operates or has a joint venture  investment
          in commercial  properties in Kentucky  (Louisville),  and Florida (Ft.
          Lauderdale).  The Partnership also has a joint venture investment in a
          residential property in Louisville, Kentucky.




                                       34


<PAGE>

3.        Tender Offers
          -------------

          On October 13, 1998, the  Partnership  and ORIG,  LLC, an affiliate of
          the Partnership (the "Offerors"), commenced a tender offer (the "First
          Tender  Offer") to purchase up to 1,200 of the  Partnership's  limited
          partnership  Units  at a price  of $205 per Unit as of the date of the
          First Tender Offer.  The initial  expiration  date of the First Tender
          Offer was January 11, 1999, and this expiration date was  subsequently
          extended  through  February  5,  1999.  A total  of 2,458  Units  were
          tendered,  pursuant  to the  First  Tender  Offer,  and  the  Offerors
          accepted all Units tendered. The Partnership repurchased 600 Units and
          ORIG,  LLC  purchased  1,858  Units at a total cost of  $503,890  plus
          offering expenses.

          On June 25, 1999, the Partnership commenced a second tender offer (the
          "Second  Tender  Offer") to purchase up to 1,000 of the  Partnership's
          limited  partnership  Units at a price of  $167.50  per Unit as of the
          date of the Second Tender Offer.  The initial  expiration  date of the
          Second Tender Offer was August 31, 1999. On August 18, 1999, the price
          was increased to $180 per Unit and the expiration date was extended to
          September  30, 1999.  On August 31, 1999,  the price was  increased to
          $205 per Unit and the expiration  date remained  September 30, 1999. A
          total of 2,523  Units were  tendered,  pursuant  to the Second  Tender
          Offer,  and the  Partnership  accepted  all  Units at a total  cost of
          $517,215 plus offering expenses.  ORIG, LLC did not participate in the
          Second Tender Offer.

          On November 5, 1999, the Partnership  and ORIG, LLC (the  "Offerors"),
          commenced a third tender offer (the "Third Tender  Offer") to purchase
          up to 500 of the Partnership's limited partnership Units at a price of
          $215 per Unit as of the date of the Third  Tender  Offer.  The initial
          expiration  date of the offer was December  23, 1999.  On December 22,
          1999, the price was increased to $230 per Unit and the expiration date
          was  extended  to  December  31,  1999.  A total of 1,196  Units  were
          tendered,  pursuant  to the  Third  Tender  Offer,  and  the  Offerors
          accepted all Units tendered. The Partnership repurchased 250 Units and
          ORIG,  LLC  repurchased  946 Units at a total  cost of  $275,080  plus
          offering expenses.

          On September 22, 2000, the Partnership and ORIG, LLC (the "Offerors"),
          commenced  a fourth  tender  offer  (the  "Fourth  Tender  Offer")  to
          purchase up to 200 of the Partnership's limited partnership Units at a
          price of $230 per Unit as of the date of the Fourth Tender Offer.  The
          expiration  date of the offer was  December 22, 2000. A total of 2,710
          Units were  tendered,  pursuant to the Fourth  Tender  Offer,  and the
          Offerors accepted all Units tendered. The Partnership  repurchased 100
          Units and ORIG, LLC purchased  2,610 Units at a total cost of $623,300
          plus offering expenses.

          The offering price per Unit was established by the General Partner  in
          its sole  discretion and does not purport to represent the fair market
          value or liquidation value of the Units at that date.









                                       35


<PAGE>

4.        Land, Buildings and Amenities
          -----------------------------

          The  following  schedule  provides an  analysis  of the  Partnership's
          investment in property held for lease as of December 31:


                                                       2000            1999
                                                       ----            ----

           Land and improvements                   $10,552,618     $28,608,873
           Buildings, improvements and amenities    29,989,538       8,979,394
                                                   -----------     -----------

                                                    40,542,156      37,588,267

           Less accumulated depreciation            18,467,207      17,680,225
                                                   -----------     -----------

                                                   $22,074,949     $19,908,042
                                                   ===========     ===========

5.        Mortgages Payable
          -----------------

          Mortgages payable as of December 31 consist of the following:


                                                        2000            1999
                                                        ----            ----

          Mortgage payable to an insurance
          company, bearing interest at a
          fixed rate of 8.125%,
          due August 1, 2008,
          secured by land and a building.           $ 4,483,083     $ 4,888,353

          Mortgage payable to an insurance
          company, bearing interest at a
          fixed rate of 8.125%,
          due August 1,  2008,
          secured by land and buildings.              4,166,849       4,543,531

          Mortgage payable to an insurance
          company, bearing interest at a
          fixed rate of 7.2%,
          due January 5, 2013,
          secured by land, buildings and
          amenities.                                 2,808,716        2,949,626

          Mortgage payable to an insurance
          company, bearing interest at a
          fixed rate of  7.2%,
          due January 5, 2013,
          secured by land, buildings and
          amenities.                                 1,677,489        1,761,647

          Mortgage payable to a bank,
          bearing interest at a variable rate
          based on LIBOR daily rate plus 2.3%,
          currently 7.58%, due on September 8, 2003,
          secured by land and a building.             1,300,327           --
                                                    -----------     -----------
                                                    $14,436,464     $14,143,157
                                                    ===========     ===========

         Scheduled maturities of debt are as follows:

                  For the Years Ended December 31,               Amount
                  --------------------------------               ------
                      2001                                    $ 1,089,724
                      2002                                      1,208,938
                      2003                                      1,308,524
                      2004                                      1,413,389
                      2005                                      1,526,893
                      Thereafter                                7,888,996
                                                              -----------
                                                              $14,436,464
                                                              ===========


                                       36


<PAGE>

5.        Mortgages Payable - Continued
          -----------------------------

          Based on the borrowing  rates  currently  available to the Partnership
          for  mortgages  with similar  terms and average  maturities,  the fair
          value of long-term debt is approximately $14,400,000.

6.        Rental Income Under Operating Lease
          -----------------------------------

          The  following  is a  schedule  of  minimum  future  rental  income on
          noncancellable operating leases as of December 31, 2000

                  For the Years Ended December 31,             Amount
                  --------------------------------             ------
                      2001                                   $ 2,201,437
                      2002                                     1,563,304
                      2003                                       850,884
                      2004                                       582,298
                      2005                                       184,794
                      Thereafter                                  36,757
                                                             -----------
                                                             $ 5,419,474
                                                             ===========

7.        Related Party Transactions
          --------------------------

          Pursuant  to  an  agreement  with  the  Partnership,  NTS  Development
          Company,  an  affiliate  of the  General  Partner of the  Partnership,
          receives  property  management  fees on a monthly basis.  The fees are
          paid  in an  amount  equal  to 5%  of  the  gross  revenues  from  the
          residential  property and 6% of the gross revenues from the commercial
          properties. Also permitted by to an agreement, NTS Development Company
          receives a repair and  maintenance fee equal to 5.9% of costs incurred
          which relate to capital  improvements.  These  repair and  maintenance
          fees are capitalized as part of land, buildings and amenities.

          The Partnership was charged the following amounts from NTS Development
          Company for the years ended  December 31, 2000,  1999 and 1998.  These
          charges include items which have been expensed as operating expenses -
          affiliated or professional  and  administrative  expenses - affiliated
          and items  which  have been  capitalized  as other  assets or as land,
          buildings and amenities.


                                                 For the Twelve Months Ended
                                                        December 31,
                                                        ------------
                                                2000         1999        1998
                                                ----         ----        ----

           Property management fees         $  271,852   $  270,555   $  412,025
                                            ----------   ----------   ----------
           Property management                 334,296      270,397      392,652
           Leasing                             164,736      213,389      155,811
           Administrative - operating           78,121       93,255       59,695
           Other                                 4,036        8,031       21,174
                                            ----------   ----------   ----------
            Total operating expenses
             - affiliated                      581,189      585,072      629,332
                                            ----------   ----------   ----------
           Professional and administrative
             expenses - affiliated             149,221      180,957      208,495
                                            ----------   ----------   ----------


                            (Continued on next page)

                                       37


<PAGE>

7.        Related Party Transactions - Continued
          --------------------------------------


                                                   For the Twelve Months Ended
                                                           December 31,
                                                           ------------
                                                   2000         1999       1998
                                                   ----         ----       ----

           Repairs and maintenance fee           178,879       47,338     32,412
           Leasing commissions                    97,910      108,236     77,471
           Loan costs                               --           --         --
           Construction management                    38         --        4,157
           Other                                    --           --           81
                                              ----------   ---------- ----------
            Total related party transactions
             capitalized                         276,827      155,574    114,121
                                              ----------   ---------- ----------
     Total related party transactions         $1,279,089   $1,192,158 $1,363,973
                                              ==========   ========== ==========

          On February 7, 2000, ORIG, LLC (the "Affiliate")  purchased  Interests
          in  the  Partnership  pursuant  to an  Agreement,  Bill  of  Sale  and
          Assignment,  by and  among the  Affiliate  and four  investors  in the
          Partnership (the "Purchase Agreement").  The Affiliate purchased 1,604
          Interests in the Partnership for total  consideration of $425,949,  or
          an average  price of $265.55 per Interest.  The  Affiliate  paid these
          investors a premium above the purchase  price  previously  offered for
          Interests  pursuant  to prior  tender  offers  because  this  purchase
          allowed the  Affiliate to purchase a  substantial  number of Interests
          without  incurring  the  significant  expenses  involved with a tender
          offer and multiple transfers.

8.        Sale of Assets
          --------------

          On October 6, 1998  pursuant to a contract  executed on  September  8,
          1998,  the  Lakeshore/University  II  Joint  Venture  ("L/U  II  Joint
          Venture") and NTS Properties V sold University  Business Center Phases
          I and II  office  buildings  to Silver  City  Properties,  Ltd.  ("the
          Purchaser") for an aggregate purchase price of $17,950,000 ($8,975,000
          for Phase I and $8,975,000 for Phase II).  University  Business Center
          Phase  II was  owned  by  the  L/U  II  Joint  Venture  of  which  the
          Partnership  owned a  69.23%  interest  as of the  date  of the  sale.
          Portions of the proceeds from this sale were  immediately  used to pay
          the  remainder  of  the  outstanding  debt  (including   interest  and
          prepayment  penalties)  of  $10,672,643  ($4,739,261  for  Phase I and
          $5,933,382 for Phase II) on these  properties.  During October 1998, a
          portion  of the  proceeds  was also used to pay the  outstanding  debt
          balance  of  $1,447,195  on  Commonwealth  Business  Center  Phase II.
          NTS-Properties  V used a portion of the remaining  proceeds  after pay
          down of  mortgages  to make a $37.50  per unit  distribution  totaling
          $1,252,275  paid to the limited  partners  during the first quarter of
          1999. The Partnership  reflects a extraordinary  item of approximately
          $1,308,000 for loan  pre-payment  penalties  associated with this sale
          for the year ended December 31, 1998.

          On September 8, 1998, a contract was executed to sell a parcel of land
          known as University  Phase III for $801,000 to Silver City  Properties
          Ltd. On March 17, 1999,  NTS-Properties  V sold a highway  easement on
          this land to Orange  County  Florida for  $216,648.  On September  17,
          1999,  the closing was held for the  September  8, 1998  contract.  At
          closing Silver City Properties,  Ltd. was credited for $145,824 of the
          $216,648  proceeds  from the highway  easement on this parcel of land.
          The Partnership  reflects a loss of approximately  $23,000  associated
          with this sale for the year ended December 31, 1999.


                                       38


<PAGE>

8.        Sale of Assets - Continued
          --------------------------

          On July 23, 1999,  the L/U II Joint Venture  closed on the sale of 2.4
          acres of land  adjacent to the Lakeshore  Business  Center for a sales
          price of $528,405.  The Partnership  reflects a gain of  approximately
          $94,000  associated  with this sale for the year  ended  December  31,
          1999.

9.        Commitments and Contingencies
          -----------------------------

          The  Partnership,  as an owner of real  estate,  is subject to various
          environmental laws of federal, state and local governments. Compliance
          by the Partnership  with existing laws has not had a material  adverse
          effect  on  the  Partnership's  financial  condition  and  results  of
          operations.  However, the Partnership cannot predict the impact of new
          or  changed  laws  or  regulations  on its  current  properties  or on
          properties that it may acquire in the future.

          The  Partnership  does not believe there is any litigation  threatened
          against the Partnership other than routine  litigation  arising out of
          the  ordinary  course  of  business  some of which is  expected  to be
          covered by  insurance,  none of which is  expected  to have a material
          effect on the consolidated balance sheets and statements of operations
          of the Partnership.

          As of December 31, 2000, the L/U II Joint Venture has a commitment for
          approximately $122,000 for tenant improvements on 6,190 square feet at
          Lakeshore  Business  Center Phase III. This  commitment will be funded
          from  debt  financing.  The  Partnership  had  incurred  approximately
          $77,000 of this cost as of December 31, 2000.

          The L/U II Joint Venture anticipates  replacing the roofs at Lakeshore
          Business Center Phase I for a cost of approximately $400,000.

10.       Segment Reporting
          -----------------

          The Partnership's  reportable  operating segments include  residential
          and commercial  real estate  operations.  The  residential  operations
          represent the  Partnership's  ownership and operating results relative
          to an apartment  community known as The Willows of Plainview Phase II.
          The Commercial  operations  represent the Partnership's  ownership and
          operating  results relative to suburban  commercial office space known
          as Commonwealth Business Center Phase II and Lakeshore Business Center
          Phases I, II and III.  In  addition,  the  table  below  includes  the
          properties  known as  University  Business  Center  Phases I and II up
          until  their  disposition  in October  1998 (see Note 8 for details of
          this transaction).

          The financial information of the operating segments have been prepared
          using a management  approach,  which is consistent  with the basis and
          manner  in  which  the  Partnership's  management  internally  reports
          financial information for the purposes of assisting in making internal
          operating   decisions.    The   Partnership's   management   evaluated
          performance based on stand-alone operating segment net income.




                                       39


<PAGE>

10.       Segment Reporting - Continued
          -----------------------------
<TABLE>

                                                                  2000
                                                                  ----
                                                  Residential     Commercial        Total
                                                  -----------     ----------        -----
<CAPTION>

<S>                                               <C>            <C>            <C>
Rental income                                     $ 1,313,898    $ 3,442,570    $ 4,756,468
Interest and other income                               4,722         17,571         22,293
                                                  -----------    -----------    -----------
     Total net revenues                           $ 1,318,620    $ 3,460,141    $ 4,778,761
                                                  ===========    ===========    ===========

Operating expenses and operating expenses -
  affiliated                                      $   515,038    $ 1,204,749    $ 1,719,787
Loss on disposal of assets                             46,351        149,371        195,722
Interest expense                                      332,422        653,248        985,670
Management fees                                        66,859        204,993        271,852
Real estate taxes                                      64,332        368,937        433,269
Depreciation expense                                  215,555        778,798        994,353
                                                  -----------    -----------    -----------
     Total expenses                                 1,240,557      3,360,096      4,600,653
                                                  -----------    -----------    -----------
Net income                                        $    78,063    $   100,045    $   178,108
                                                  ===========    ===========    ===========

Land, buildings and amenities, net                $ 3,916,523    $18,141,681    $22,058,204
                                                  ===========    ===========    ===========

Expenditures for land, buildings and amenities    $    28,041    $ 3,358,353    $ 3,386,394
                                                  ===========    ===========    ===========

Segment liabilities                               $ 4,645,824    $10,677,693    $15,323,517
                                                  ===========    ===========    ===========

</TABLE>


<TABLE>

                                                                  1999
                                                                  ----
                                                  Residential     Commercial       Total
                                                  -----------     ----------       -----
<CAPTION>

<S>                                               <C>            <C>            <C>
Rental income                                     $ 1,339,755    $ 3,265,842    $ 4,605,597
Interest and other income                               1,923         11,426         13,349
                                                  -----------    -----------    -----------
     Total net revenues                           $ 1,341,678    $ 3,277,268    $ 4,618,946
                                                  ===========    ===========    ===========
Operating expenses and operating expenses -
  affiliated                                      $   462,118    $ 1,249,019    $ 1,711,137
Loss on disposal of assets                             33,647            667         34,314
Interest expense                                      348,106           --          348,106
Management fees                                        71,712        198,843        270,555
Real estate taxes                                      65,583        381,934        447,517
Depreciation expense                                  211,216        723,605        934,821
                                                  -----------    -----------    -----------
     Total expenses                                 1,192,382      2,554,068      3,746,450
                                                  -----------    -----------    -----------
Net income                                        $   149,296    $   723,200    $   872,496
                                                  ===========    ===========    ===========

Land, buildings and amenities, net                $ 4,155,396    $15,731,117    $19,886,513
                                                  ===========    ===========    ===========

Expenditures for land, buildings and amenities    $   112,480    $   834,553    $   947,033
                                                  ===========    ===========    ===========

Segment liabilities                               $ 4,930,013    $   501,114    $ 5,431,127
                                                  ===========    ===========    ===========
</TABLE>








                                       40


<PAGE>

10.       Segment Reporting - Continued
          -----------------------------

<TABLE>

                                                                 1998
                                                                 ----
                                                Residential     Commercial          Total
                                                -----------     ----------          -----
<CAPTION>

<S>                                            <C>             <C>              <C>
Rental income                                  $  1,326,167    $  5,650,106     $  6,976,273
Interest and other income                             2,823          21,989           24,812
Gain on sale of assets                                 --       (11,630,723)     (11,630,723)
                                               -------------   -------------    -------------
     Total net revenues                        $  1,328,990    $ (5,958,628)    $ (4,629,638)
                                               =============   =============    =============
Operating expenses and operating expenses -
  affiliated                                   $    520,896    $  1,491,697     $  2,012,593
Loss on disposal of assets                           15,625             332           15,957
Interest expense                                    367,619            --            367,619
Management fees                                      66,832         345,193          412,025
Real estate taxes                                    58,363         489,820          548,183
Depreciation expense                                205,221       1,186,493        1,391,714
                                               -------------   -------------    -------------
     Total expenses                               1,234,556       3,513,535        4,748,091
                                               -------------   -------------    -------------
Net income (loss)                              $     94,434    $ (9,472,163)    $ (9,377,729)
                                               =============   =============     ============
</TABLE>


A  reconciliation  of the totals  reported  for the  operating  segments  to the
applicable  line items in the  consolidated  financial  statements  is necessary
given  amounts  recorded  at the  Partnership  level  and not  allocated  to the
operating properties for internal reporting purposes:

<TABLE>

                                                            2000           1999            1998
                                                            ----           ----            ----
<CAPTION>

NET REVENUES
------------
<S>                                                    <C>             <C>             <C>
Total revenues for reportable segments                 $  4,778,761    $  4,618,947    $ (4,629,638)
Other income for Partnership                                 85,696         202,338         363,958
Gain on sale of assets                                         --            71,439      16,994,749
Eliminations                                                 50,963          49,806        (297,305)
                                                       -------------   -------------   -------------
     Total consolidated net revenues                   $  4,915,420    $  4,942,530    $ 12,431,764
                                                       =============   =============   =============
INTEREST EXPENSE
----------------
Interest expense for reportable segments               $    985,670    $    348,106    $    367,619
Interest expense for Partnership level                       20,362         813,952       1,761,703
                                                       -------------   -------------   -------------
     Total interest expense                            $  1,006,032    $  1,162,058    $  2,129,322
                                                       =============   =============   =============
REAL ESTATE TAXES
-----------------
Total real estate taxes for reportable segments        $    433,269    $    447,517    $    548,183
Real estate and income taxes for Partnership level             --            24,474          81,764
                                                       -------------   -------------   -------------
     Total real estate taxes                           $    433,269    $    471,991    $    629,947
                                                       =============   =============   =============
DEPRECIATION AND AMORTIZATION
-----------------------------
Total depreciation and amortization for reportable
  segments                                             $    994,353    $    934,821    $  1,391,714
Depreciation and amortization for Partnership level          18,839          18,871          48,383
Eliminations                                                 31,351          31,346         (56,328)
                                                       -------------   -------------   -------------
    Total depreciation and amortization                $  1,044,543    $    985,038    $  1,383,769
                                                       =============   =============   =============

</TABLE>





                                       41


<PAGE>

10.       Segment Reporting - Continued
          -----------------------------
<TABLE>

                                                                 2000            1999             1998
                                                                 ----            ----             ----
<CAPTION>

NET INCOME (LOSS) BEFORE EXTRAORDINARY
--------------------------------------
ITEM
----
<S>                                                        <C>              <C>              <C>
Net income (loss) before extraordinary item for
  reportable segments                                      $    178,108     $    872,496     $ (9,377,729)
Net income (loss) before extraordinary item for
  Partnership                                                  (226,172)        (952,357)      13,921,840
Minority interest for Partnership                               (10,123)         (11,230)         203,291
Eliminations                                                     19,980           11,821          556,505
                                                           -------------    -------------    -------------
     Total net income (loss) before extraordinary item     $    (38,207)    $    (79,270)    $  5,303,907
                                                           =============    =============    =============
EXTRAORDINARY ITEM-EARLY
------------------------
EXTINGUISHMENT OF DEBT
----------------------
Total extraordinary item for reportable segments           $       --       $       --       $       --
Extraordinary item for partnership                                 --               --         (1,307,864)
                                                           -------------    -------------    -------------
     Total extraordinary item - early extinguishment of
       debt                                                $       --       $       --       $ (1,307,864)
                                                           =============    =============    =============
   TOTAL NET INCOME (LOSS)                                 $    (38,207)    $    (79,270)    $  3,996,043
                                                           =============    =============    =============

LAND, BUILDINGS AND AMENITIES
-----------------------------
Total land, buildings and amenities for reportable
  segments                                                 $ 22,058,204     $ 19,886,513
Partnership level                                                16,745           21,529
                                                           -------------    -------------
     Total land, buildings and amenities, net              $ 22,074,949     $ 19,908,042
                                                           =============    =============
LIABILITIES
-----------
Total liabilities for reportable segments                  $ 15,323,517     $  5,431,127
Liabilities for Partnership                                     (79,492)       9,442,352
                                                           -------------    -------------
     Total liabilities                                     $ 15,244,025     $ 14,873,479
                                                           =============    =============
</TABLE>

11.       Selected Quarterly Financial Data (Unaudited)
          ---------------------------------------------
<TABLE>

                                                       For the Quarters Ended
                                                       ----------------------
       2000                             March 31         June 30     September 30    December 31
       ----                             --------         -------     ------------    -----------
<CAPTION>

<S>                                   <C>             <C>            <C>            <C>
Total revenues                        $ 1,018,427     $ 1,103,758    $ 1,045,876    $ 1,057,895
Total expenses                          1,165,903       1,046,370      1,018,494      1,033,396
Net income (loss)                        (147,476)         57,388         27,382         24,499
Net income (loss) allocated to the
  limited partners                       (146,001)         56,814         27,108         24,254
Net income (loss) per limited
  partnership Unit                          (4.77)           1.86           0.89           0.78

</TABLE>

<TABLE>
                                                       For the Quarters Ended
                                                       ----------------------
       1999                             March 31         June 30     September 30    December 31
       ----                             --------         -------     ------------    -----------
<CAPTION>

<S>                                   <C>             <C>            <C>            <C>
Total revenues                        $   985,233     $   998,238    $ 1,128,882    $   971,671
Total expenses                          1,014,842         995,782      1,111,599      1,041,071
Net income (loss)                         (29,609)          2,456         17,283        (69,400)
Net income (loss) allocated to the
  limited partners                        (29,313)          2,431         17,110        (68,705)
Net income (loss) per limited
  partnership Unit                          (0.87)           0.07           0.51          (2.10)

</TABLE>

                                       42


<PAGE>

11.       Selected Quarterly Financial Data (Unaudited) - Continued
          ---------------------------------------------------------

          The  information  presented in the table above is based on  previously
          filed  10-Q  and  10-K   reports   which  were   prepared   using  the
          proportionate   consolidation   method.   See  Note  1A  for   further
          information  regarding the Partnership's change from the proportionate
          consolidation method to the equity method.









                                       43


<PAGE>

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

None.








                                       44


<PAGE>

                                    PART III
                                    --------

Item 10.     Directors and Executive Officers of the Registrant
             --------------------------------------------------

Because the Partnership is a limited  partnership and not a corporation,  it has
no  directors  or  officers  as  such.  Management  of  the  Partnership  is the
responsibility  of  the  General  Partner,   NTS-Properties  Associates  V.  The
Partnership has entered into a management contract with NTS Development Company,
an affiliate of the General Partner, to provide property management services.

The General Partners of NTS-Properties Associates V are as follows:

J. D. Nichols
-------------

Mr.  Nichols  (age  59)  is  the  managing  General  Partner  of  NTS-Properties
Associates  V and is Chairman of the Board of NTS  Corporation  (since 1985) and
NTS Development Company (since 1977).

NTS Capital Corporation
-----------------------

NTS Capital  Corporation  (formerly NTS  Corporation) is a Kentucky  corporation
formed in October  1979.  J. D.  Nichols is  Chairman  of the Board and the sole
director of NTS Capital Corporation.

The Manager of the  Partnership's  properties is NTS  Development  Company,  the
executive officers and/or directors of which are Messrs. J. D. Nichols, Brian F.
Lavin and Gregory A. Wells.

Brian F. Lavin
--------------

Mr. Lavin (age 47),  President of NTS Corporation  and NTS Development  Company,
joined the Manager in June 1997. From November 1994 through June 1997, Mr. Lavin
served as President of the Residential Division of Paragon Group, Inc., and as a
Vice  President of Paragon's  Midwest  Division  prior to November 1994. In this
capacity,  he  directed  the  development,  marketing,  leasing  and  management
operations for the firms expanding portfolios. Mr. Lavin attended the University
of Missouri where he received his Bachelor's Degree in Business  Administration.
He has served as a Director of the  Louisville  Apartment  Association.  He is a
licensed Kentucky Real Estate Broker and Certified  Property Manager.  Mr. Lavin
is a member of the Institute of Real Estate  Management,  and council  member of
the Urban Land  Institute.  He currently  serves on the University of Louisville
Board  of  Overseers   and  is  on  the  Board  of  Directors  of  the  National
Multi-Housing Council and the Louisville Science Center.

Gregory A. Wells
----------------

Mr. Wells (age 42),  Senior Vice  President and Chief  Financial  Officer of NTS
Corporation and NTS Development Company,  joined the Manager in July, 1999. From
May 1998 through  July 1999,  Mr.  Wells  served as Chief  Financial  Officer of
Hokanson Companies, Inc. and as Secretary and Treasurer of Hokanson Construction
Inc., Indianapolis, Indiana from January 1995 through May






                                       45


<PAGE>

Gregory A. Wells - Continued
----------------------------

1998. In these capacities,  he directed financial and operational activities for
commercial rental real estate, managed property, building and suite renovations,
out  of  ground   commercial  and  residential   construction  and  third  party
management.  Mr. Wells  previously  served as Vice  President of Operations  and
Treasurer  of Executive  Telecom  Systems,  Inc. a  subsidiary  of the Bureau of
National  Affairs,  Inc.  (Washington,  D.C.).  Mr. Wells attended  George Mason
University,  where he received a Bachelor's  Degree in Business  Administration.
Mr. Wells is a Certified  Public  Accountant in both Virginia and Indiana and is
active in various  charitable and philanthropic  endeavors in the Louisville and
Indianapolis areas.

Item 11.     Management Remuneration and Transactions
             ----------------------------------------

The officers  and/or  directors of the  corporate  General  Partner  received no
direct  remuneration  in such  capacities.  The Partnership is required to pay a
property  management fee based on gross revenues to NTS Development  Company, an
affiliate of the General Partner. The Partnership is also required to pay to NTS
Development  Company a repair and  maintenance  fee on costs related to specific
projects and a refinancing  fee on net cash proceeds from the refinancing of any
Partnership  property.  Also, NTS  Development  Company  provides  certain other
services to the Partnership. See Note 8 to the consolidated financial statements
which sets forth  transactions  with  affiliates to the General  Partner for the
years ended December 31, 2000, 1999 and 1998.

The General Partner is entitled to receive cash distributions and allocations of
profits  and  losses  from  the  Partnership.  See  Note 1D to the  consolidated
financial  statements  which  describes  the methods  used to  determine  income
allocations and cash distributions.

Item 12.     Security Ownership of Certain Beneficial Owners and Management
             --------------------------------------------------------------

The following  provides  details  regarding  owners of more than 5% of the total
outstanding limited partnership Units as of February 28, 2001.

         Oceanridge Investments, Ltd.
         6110 North Ocean Blvd, #37
         Boynton Beach, Florida 33435                2,632  Units (8.62%)

Oceanridge  Investments,  Ltd. is a limited partnership controlled by members of
the family of Mr. J. D. Nichols, a general partner of the General Partner of the
Partnership.

         ORIG, LLC                                   7,280  Units (23.85%)
         10172 Linn Station Rd.
         Louisville, Kentucky 40223

ORIG, LLC is a Kentucky limited liability  company,  the members of which are J.
D. Nichols  (1%),  Barbara M. Nichols  (J.D.  Nichols'  wife) (74%) and Brian F.
Lavin (25%).  J.D.  Nichols and Brian F. Lavin are the  Chairman and  President,
respectively,  of NTS Capital  Corporation,  a general partner of NTS Properties
Associates V, the General Partner of the Partnership.


                                       46


<PAGE>

Item 12.   Security  Ownership  of  Certain  Beneficial  Owners  and  Management
           ---------------------------------------------------------------------
           - Continued
           -----------

The  General  Partner  is  NTS-Properties   Associates  V,  a  Kentucky  limited
partnership,  10172 Linn Station Road, Louisville,  Kentucky 40223. The partners
of the General Partner and their total  respective  interests in  NTS-Properties
Associates V are as follows:

         J. D. Nichols                               59.90%
         10172 Linn Station Road
         Louisville, Kentucky 40223

         NTS Capital Corporation                       .10%
         10172 Linn Station Road
         Louisville, Kentucky 40223

The  remaining  40%  interests  are owned by  various  limited  partners  of NTS
Properties Associates V.

Section 16(a) of the Securities Exchange Act of 1934, as amended,  requires that
certain  persons,  including  persons  who own  more  than  ten  percent  of the
Partnership's  limited  partnership   interests,   file  initial  statements  of
beneficial ownership (Form 3), and statements of changes in beneficial ownership
(Forms 4 or 5), with the U.S.  Securities and Exchange  Commission  (the "SEC").
The SEC requires that these persons furnish the  Partnership  with copies of all
forms filed with the SEC.

To the Partnership's knowledge, based solely on its review of the copies for the
forms received by it, or written  representations from certain reporting persons
that no  additional  forms were  required  for those  persons,  the  Partnership
believes  that ORIG,  LLC was late in filing one Form 4 relating to one purchase
of the Partnership's  limited partnership  interests in connection with a tender
offer made during 2000.

Item 13.   Certain Relationships and Related Transactions
           ----------------------------------------------

Pursuant to an agreement  with the  Partnership,  NTS  Development  Company,  an
affiliate  of  the  General  Partner  of  the  Partnership,   receives  property
management  fees on a monthly basis.  The fees are paid in an amount equal to 5%
of the gross revenues from the residential property and 6% of the gross revenues
from the commercial properties.  Also permitted by an agreement, NTS Development
Company  receives a repair and  maintenance  fee equal to 5.9% of costs incurred
which  relate to capital  improvements.  These repair and  maintenance  fees are
capitalized as part of land, buildings and amenities.

The Partnership was charged the following  amounts from NTS Development  Company
for the years ended  December 31, 2000,  1999 and 1998.  These  charges  include
items  which  have  been   expensed  as  operating   expenses  -  affiliated  or
professional and administrative  expenses - affiliated and items which have been
capitalized as other assets or as land, buildings and amenities.









                                       47


<PAGE>

Item 13.   Certain Relationships and Related Transactions - Continued
           ----------------------------------------------------------
<TABLE>


                                                                For the Twelve Months Ended
                                                                        December 31,
                                                                        ------------
                                                             2000          1999          1998
                                                             ----          ----          ----
<CAPTION>

<S>                                                      <C>           <C>           <C>
Property management fees                                 $  271,852    $  270,555    $  412,025
                                                         ----------    ----------    ----------
Property management                                         334,296       270,397       392,652
Leasing                                                     164,736       213,389       155,811
Administrative - operating                                   78,121        93,255        59,695
Other                                                         4,036         8,031        21,174
                                                         ----------    ----------    ----------
     Total operating expenses - affiliated                  581,189       585,072       629,332
                                                         ----------    ----------    ----------
Professional and administrative expenses - affiliated       149,221       180,957       208,495
                                                         ----------    ----------    ----------

Repairs and maintenance fee                                 178,879        47,338        32,412
Leasing commissions                                          97,910       108,236        77,471
Loan costs                                                     --            --            --
Construction management                                          38          --           4,157
Other                                                          --            --              81
                                                         ----------    ----------    ----------
Total related party transactions capitalized                276,827       155,574       114,121
                                                         ----------    ----------    ----------
     Total related party transactions                    $1,279,089    $1,192,158    $1,363,973
                                                         ==========    ==========    ==========
</TABLE>


On February 7, 2000,  ORIG,  LLC (the  "Affiliate")  purchased  Interests in the
Partnership pursuant to an Agreement,  Bill of Sale and Assignment, by and among
the Affiliate and four investors in the Partnership (the "Purchase  Agreement").
The  Affiliate   purchased   1,604   Interests  in  the  Partnership  for  total
consideration  of $425,949,  or an average  price of $265.55 per  Interest.  The
Affiliate  paid these  investors a premium above the purchase  price  previously
offered for  Interests  pursuant to prior tender  offers  because this  purchase
allowed the  Affiliate to purchase a  substantial  number of  Interests  without
incurring  the  significant  expenses  involved with a tender offer and multiple
transfers.

















                                       48


<PAGE>

                                     PART IV
                                     -------

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

1.        Consolidated Financial Statements
          ---------------------------------

          The financial  statements for the years ended December 31, 2000,  1999
          and 1998 together  with the report of Arthur  Andersen LLP dated March
          9, 2001, appear in Part II, Item 8. The following  financial statement
          schedules   should  be  read  in   conjunction   with  such  financial
          statements.

2.        Financial Statement Schedules
          -----------------------------

          Schedules:                                                  Page No.
          ----------                                                  --------

          III-Real Estate and Accumulated Depreciation                  50-52

          All other schedules have been omitted because they are not applicable,
          are not required,  or because the required  information is included in
          the financial statements or notes thereto.

3.        Exhibits
          --------

          Exhibit No.                                                 Page No.
          -----------                                                 --------

          3.  Amended and Restated Agreement and Certificate              *
              of Limited Partnership of NTS-Properties V, a Maryland
              limited partnership

          3a. First Amendment to Amended and Restated Agreement          **
              of Limited Partnership of NTS-Properties V, a Maryland
              limited partnership

          10. Property Management Agreement                               *
              between NTS Development Company and
              NTS-Properties V, a Maryland limited partnership

          *    Incorporated  by reference to documents filed with the Securities
               and  Exchange  Commission  in  connection  with the filing of the
               Registration  Statements  on Form S-11 on May 1, 1984  (effective
               August 1, 1984) under Commission File No. 2-90818.

          **   Incorporated  by reference to From 10-K filed with the Securities
               and Exchange  Commission  for the fiscal year ended  December 31,
               1987 under Commission File No. 0-13400.

4.        Reports on Form 8-K
          -------------------

          No   reports on Form 8-K were  filed  during  the three  months  ended
               December 31, 2000.


                                       49


<PAGE>
<TABLE>

                                NTS-PROPERTIES V,
                                -----------------

                         A MARYLAND LIMITED PARTNERSHIP
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                             AS OF DECEMBER 31, 2000
                             -----------------------


<CAPTION>
                                                         Commonwealth    The Willows     Lakeshore
                                                       Business Center   of Plainview  Business Center
                                                          Phase II         Phase II       Phase I
                                                          --------         --------       -------
<S>                                                     <C>             <C>           <C>

Encumbrances                                                   N/A           (A)            (A)

Initial cost to Partnership:
     Land and improvements                               $   946,039    $ 1,775,547    $ 3,011,184
     Buildings, improvements and amenities                 1,574,747      6,240,105      5,053,025

Cost capitalized subsequent to acquisition:
     Improvements (net of retirements)                     2,324,371        210,126      2,677,992

Gross amount at which carried December 31, 2000:
     Land and improvements                               $   999,412    $ 1,807,176    $ 2,684,301
     Buildings, improvements and amenities                 3,845,745      6,418,602      8,057,900
                                                         -----------    -----------    -----------
     Total                                               $ 4,845,157    $ 8,225,778    $10,742,201
                                                         ===========    ===========    ===========

Accumulated depreciation                                 $ 3,012,773    $ 4,309,255    $ 5,764,540
                                                         ===========    ===========    ===========

Date of construction                                          09/85          08/85          05/86

Date acquired                                                  N/A            N/A            N/A

Life at which depreciation in latest income statement
  is computed                                                  (B)            (B)            (B)

</TABLE>

(A)  First mortgage held by an insurance company.
(B)  Depreciation is computed using the straight-line  method over the estimated
     useful lives of the assets which are 5-30 years for land improvements, 3-30
     years for buildings and improvements and 3-7 years for amenities.














                                       50


<PAGE>
<TABLE>

                                NTS-PROPERTIES V,
                                -----------------

                         A MARYLAND LIMITED PARTNERSHIP
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

                             AS OF DECEMBER 31, 2000
                             -----------------------

<CAPTION>

                                                           Lakeshore       Lakeshore
                                                           Business         Business
                                                            Center           Center          Total
                                                           Phase II         Phase III      Pages 50-51
                                                           --------         ---------      -----------

<S>                                                      <C>              <C>             <C>
Encumbrances                                                 (A)               (B)
Initial cost to Partnership:
     Land                                                $  6,904,246     $  2,258,235    $ 14,895,251
     Buildings and improvements                            14,424,541             --        27,292,418

Cost capitalized subsequent to acquisition:
     Improvements (net of retirements)                     (8,914,186)       2,032,262      (1,669,435)

Gross amount at which carried December 31, 2000:(C)
     Land                                                $  3,696,131     $  1,365,598    $ 10,552,618
     Buildings and improvements                             8,718,470        2,924,899      29,965,616
                                                         ------------     ------------    ------------
     Total                                               $ 12,414,601     $  4,290,497    $ 40,518,234     (E)
                                                         ============     ============    ============

Accumulated depreciation                                 $  5,358,507     $     14,955    $ 18,460,030     (E)
                                                         ============     ============    ============

Date of construction                                            N/A            12/00
Date acquired                                                  01/95
Life at which depreciation in latest income statement
  is computed                                                   (D)              (D)

</TABLE>

(A)  First mortgage held by an insurance company.
(B)  First mortgage held by a bank.
(C)  Aggregate cost of real estate for tax purposes is $40,569,924.
(D)  Depreciation is computed using the straight-line  method over the estimated
     useful lives of the assets which are 5-30 years for land improvements, 3-30
     years for buildings and improvements and 3-7 years for amenities. (E)


          Total gross cost at December 31, 2000               $ 40,518,234
          Additions to Partnership for computer hardware
           and software in  1998 and 1999                           23,922
                                                              -------------
          Balance at December 31, 2000                          40,542,156
          Less accumulated depreciation - per above            (18,460,030)
          Less accumulated depreciation for Partnership
           computer hardware and software                           (7,177)
                                                              -------------
          Land, buildings and amenities,
           net at December 31, 2000                           $ 22,074,949
                                                              =============






                                       51


<PAGE>
<TABLE>


                                NTS-PROPERTIES V,
                                -----------------

                         A MARYLAND LIMITED PARTNERSHIP
                         ------------------------------

             SCHEDULE III - REAL ESTATE AND ACCUMULATED DEPRECIATION
             -------------------------------------------------------

              FOR THE YEARS ENDED DECEMBER 31, 2000, 1999 AND 1998
              ----------------------------------------------------


<CAPTION>

                                           Real                Accumulated
                                          Estate              Depreciation
                                          ------              ------------

<S>                                    <C>                    <C>
Balances at December 31, 1997          $ 54,768,915           $ 23,467,058

Additions during period:
     Improvements                           524,087                   --
     Depreciation (a)                          --                1,578,983

Deductions during period:
     Retirements (b)                    (17,278,757)            (8,164,209)
                                       -------------          -------------
Balances at December 31, 1998            38,014,245             16,881,832

Additions during period:
     Improvements                           947,033                   --
     Depreciation (a)                          --                  962,468

Deductions during period:
      Retirements                        (1,373,011)              (164,075)
                                       -------------          -------------
Balances at December 31, 1999            37,588,267             17,680,225

Additions during period:
      Improvements                        3,386,394              1,023,765
      Depreciation (a)                         --                     --

Deductions during period:
      Retirements                          (432,505)              (236,783)
                                       -------------          -------------
Balances at December 31, 2000          $ 40,542,156           $ 18,467,207
                                       =============          =============
</TABLE>


(a)  The additions  charged to  accumulated  depreciation  on this schedule will
     differ from the  depreciation  and  amortization  on the  Statement of Cash
     Flows due to the  amortization  of loan costs.
(b)  Includes the results of the Sale of University Business Center Phases I and
     II on October 6, 1998.












                                       52


<PAGE>
                                   SIGNATURES
                                   ----------

Pursuant  to the  requirements  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.

                                               NTS-PROPERTIES V,
                                          A MARYLAND LIMITED PARTNERSHIP
                                   ---------------------------------------------
                                                  (Registrant)

                                       BY:      NTS-Properties Associates V,
                                                General Partner,
                                                BY:     NTS Capital Corporation,
                                                        General Partner


                                       /s/   Gregory A. Wells
                                   ---------------------------------------------
                                       Gregory A. Wells
                                       Senior Vice President and
                                       Chief Financial Officer of
                                       NTS Capital Corporation


Date: April 2, 2001

Pursuant to the  requirements  of the Securities and Exchange Act of 1934,  this
Form  10-K has been  signed  below by the  following  persons  on  behalf of the
registrant in their capacities and on the date indicated above.

        Signature                                       Title
        ---------                                       -----

/s/ J. D. Nichols
-----------------------------
J. D. Nichols                                 General Partner of NTS-Properties
                                              Associates V and Chairman of the
                                              Board and Sole Director of NTS
                                              Capital Corporation.

/s/ Brian F. Lavin
-----------------------------
Brian F. Lavin                                President and Chief Operating
                                              Officer of NTS Capital Corporation

/s/ Gregory A. Wells
-----------------------------
Gregory A. Wells                              Senior Vice President and Chief
                                              Financial Officer of NTS Capital
                                              Corporation

The Partnership is a limited  partnership and no proxy material has been sent to
the limited  partners.  The Partnership  will deliver to the limited partners an
annual report containing the Partnership's consolidated financial statements and
a message from the General Partner.

                                       53


<PAGE>