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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-Q



|x | Quarterly Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934.
|- | ----------------------------------------------------------------------------------------

For the quarterly period ended March 31, 2008



| ̈ | 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 000-23842

ATEL Cash Distribution Fund V, L.P.

(Exact name of registrant as specified in its charter)



|                                                               |  |                                       
|-------------------------------------------------------------- |  | --------------------------------------
|California                                                     |  | 94-3165807                            
|(State or other jurisdiction of Incorporation or organization) |  | (I. R. S. Employer Identification No.)

600 California Street, 6th Floor, San Francisco, California 94108-2733

(Address of principal executive offices)

Registrants telephone number, including area code (415) 989-8800

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

Securities registered pursuant to section 12(g) of the Act: Limited Partnership Units

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

Indicate by check mark whether the registrant is
a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.

Large accelerated filer  ̈     Accelerated filer  ̈
    Non-accelerated filer  ̈     Smaller reporting company x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).     Yes   ̈    No  x

The number of Limited Partnership Units
outstanding as of April 30, 2008 was 12,471,600.

DOCUMENTS INCORPORATED BY REFERENCE

None.









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Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

Index



|         |  |                                                                                                                               |  |   
|-------- |  | ----------------------------------------------------------------------------------------------------------------------------- |  | --
|Part I.  |  | Financial Information                                                                                                         |  | 3 
|         |  |                                                                                                                              
|Item 1.  |  | Financial Statements (Unaudited)                                                                                              |  | 3 
|         |  |                                                                                                                              
|         |  | Balance Sheets, March 31, 2008 and December 31, 2007                                                                          |  | 3 
|         |  |                                                                                                                              
|         |  | Statements of Operations for the three months ended March 31, 2008 and 2007                                                   |  | 4 
|         |  |                                                                                                                              
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2007 and for the three months ended March 31, 2008 |  | 5 
|         |  |                                                                                                                              
|         |  | Statements of Cash Flows for the three months ended March 31, 2008 and 2007                                                   |  | 6 
|         |  |                                                                                                                              
|         |  | Notes to the Financial Statements                                                                                             |  | 7 
|         |  |                                                                                                                              
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                         |  | 15
|         |  |                                                                                                                              
|Item 4.  |  | Controls and Procedures                                                                                                       |  | 18
|         |  |                                                                                                                              
|Part II. |  | Other Information                                                                                                             |  | 19
|         |  |                                                                                                                              
|Item 1.  |  | Legal Proceedings                                                                                                             |  | 19
|         |  |                                                                                                                              
|Item 2.  |  | Unregistered Sales of Equity Securities and Use of Proceeds                                                                   |  | 19
|         |  |                                                                                                                              
|Item 3.  |  | Defaults Upon Senior Securities                                                                                               |  | 19
|         |  |                                                                                                                              
|Item 4.  |  | Submission of Matters to a Vote of Security Holders                                                                           |  | 19
|         |  |                                                                                                                              
|Item 5.  |  | Other Information                                                                                                             |  | 19
|         |  |                                                                                                                              
|Item 6.  |  | Exhibits                                                                                                                      |  | 19



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Part I. FINANCIAL INFORMATION



|Item 1. | Financial Statements (Unaudited).
|------- | ---------------------------------

ATEL CASH DISTRIBUTION FUND V, L.P.

BALANCE SHEETS

MARCH 31, 2008 AND DECEMBER 31, 2007

(In Thousands)



|                                                                                                                                   |  |               |       |                  |   |      
|---------------------------------------------------------------------------------------------------------------------------------- |  | ------------- | ----- | ---------------- | - | -----
|                                                                                                                                   |  | March 31,2008 |       | December 31,2007
|                                                                                                                                   |  | (Unaudited)   |       |                 
|ASSETS                                                                                                                             |  |               |       |                  |   |      
|Cash and cash equivalents                                                                                                          |  | $             | 952   |                  | $ | 1,167
|Accounts receivable, net of allowance for doubtful accounts of $110 at March 31, 2008 and December 31, 2007                        |  |               | 331   |                  |   | 393  
|Prepaid expenses                                                                                                                   |  |               | 2     |                  |   | 4    
|Investments in equipment and leases, net of accumulated depreciation of $13,592 at March 31, 2008 and $13,310 at December 31, 2007 |  |               | 7,125 |                  |   | 7,526
|                                                                                                                                   |  |               |       |                  |   |      
|Total assets                                                                                                                       |  | $             | 8,410 |                  | $ | 9,090
|                                                                                                                                   |  |               |       |                  |   |      
|                                                                                                                                   |  |              
|LIABILITIES AND PARTNERS CAPITAL                                                                                                  |  |               |       |                  |   |      
|                                                                                                                                   |  |              
|Accounts payable and accruals:                                                                                                     |  |               |       |                  |   |      
|General Partner                                                                                                                    |  | $             | 113   |                  | $ | 58   
|Due to affiliates                                                                                                                  |  |               | 1     |                  |   |     
|Other                                                                                                                              |  |               | 212   |                  |   | 184  
|Accrued interest payable                                                                                                           |  |               | 7     |                  |   | 8    
|Non-recourse debt                                                                                                                  |  |               | 1,714 |                  |   | 1,901
|Unearned operating lease income                                                                                                    |  |               | 112   |                  |   | 32   
|                                                                                                                                   |  |               |       |                  |   |      
|Total liabilities                                                                                                                  |  |               | 2,159 |                  |   | 2,183
|                                                                                                                                   |  |               |       |                  |   |      
|                                                                                                                                   |  |              
|Commitments and contingencies                                                                                                      |  |               |       |                  |   |      
|                                                                                                                                   |  |              
|Partners capital:                                                                                                                 |  |               |       |                  |   |      
|General Partner                                                                                                                    |  |               | 198   |                  |   | 198  
|Limited Partners                                                                                                                   |  |               | 6,053 |                  |   | 6,709
|                                                                                                                                   |  |               |       |                  |   |      
|Total Partners capital                                                                                                            |  |               | 6,251 |                  |   | 6,907
|                                                                                                                                   |  |               |       |                  |   |      
|Total liabilities and Partners capital                                                                                            |  | $             | 8,410 |                  | $ | 9,090
|                                                                                                                                   |  |               |       |                  |   |      

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

THREE MONTHS ENDED

MARCH 31, 2008
AND 2007

(In Thousands Except for Units and Per Unit Data)

(Unaudited)



|                                                           |  |                              |            |   |      |   |            |  
|---------------------------------------------------------- |  | ---------------------------- | ---------- | - | ---- | - | ---------- | -
|                                                           |  | Three months ended March 31, |           
|                                                           |  | 2008                         |            |   | 2007 |  
|Revenues:                                                  |  |                              |            |   |      |   |            |  
|Leasing activities:                                        |  |                              |            |   |      |   |            |  
|Operating leases                                           |  | $                            | 750        |   |      | $ | 773        |  
|Gain on sales of assets, net                               |  |                              | 44         |   |      |   | 25         |  
|Interest income                                            |  |                              | 7          |   |      |   | 9          |  
|Other                                                      |  |                              |           |   |      |   | 4          |  
|                                                           |  |                              |            |   |      |   |            |  
|                                                           |  |                              | 801        |   |      |   | 811        |  
|                                                           |  |                             
|Expenses:                                                  |  |                              |            |   |      |   |            |  
|Depreciation of operating lease assets                     |  |                              | 375        |   |      |   | 383        |  
|Cost reimbursements to General Partner                     |  |                              | 144        |   |      |   | 45         |  
|Professional fees                                          |  |                              | 65         |   |      |   | 90         |  
|Railcar maintenance                                        |  |                              | 123        |   |      |   | 94         |  
|Interest expense                                           |  |                              | 22         |   |      |   | 33         |  
|Equipment and incentive management fees to General Partner |  |                              | 35         |   |      |   | 28         |  
|Other management fees                                      |  |                              | 22         |   |      |   | 23         |  
|Outside services                                           |  |                              | 24         |   |      |   | 57         |  
|Other                                                      |  |                              | 23         |   |      |   | (6         | )
|                                                           |  |                              |            |   |      |   |            |  
|                                                           |  |                              | 833        |   |      |   | 747        |  
|                                                           |  |                              |            |   |      |   |            |  
|Net (loss) income                                          |  | $                            | (32        | ) |      | $ | 64         |  
|                                                           |  |                              |            |   |      |   |            |  
|                                                           |  |                             
|Net (loss) income:                                         |  |                              |            |   |      |   |            |  
|General Partner                                            |  | $                            |           |   |      | $ | 1          |  
|Limited Partners                                           |  |                              | (32        | ) |      |   | 63         |  
|                                                           |  |                              |            |   |      |   |            |  
|                                                           |  | $                            | (32        | ) |      | $ | 64         |  
|                                                           |  |                              |            |   |      |   |            |  
|                                                           |  |                             
|Net (loss) income per Limited Partnership Unit             |  | $                            | (0.00      | ) |      | $ | 0.01       |  
|Weighted average number of Units outstanding               |  |                              | 12,471,600 |   |      |   | 12,471,600 |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CHANGES IN PARTNERS CAPITAL

FOR THE YEAR ENDED DECEMBER 31, 2007

AND FOR THE THREE MONTHS

ENDED MARCH 31, 2008

(In Thousands Except for Units and Per Unit Data)

(Unaudited)



|                                                   |  |                  |  |        |                |   |       |   |     |  |   |       |  
|-------------------------------------------------- |  | ---------------- |  | ------ | -------------- | - | ----- | - | --- |  | - | ----- | -
|                                                   |  | Limited Partners |  |        | GeneralPartner |   | Total |  
|                                                   |  | Units            |  | Amount |                |   |      
|Balance December 31, 2006                          |  | 12,471,600       |  | $      | 7,298          |   |       | $ | 195 |  | $ | 7,493 |  
|Distributions to Limited Partners ($0.08 per Unit) |  |                 |  |        | (935           | ) |       |   |    |  |   | (935  | )
|Net income                                         |  |                 |  |        | 346            |   |       |   | 3   |  |   | 349   |  
|                                                   |  |                  |  |        |                |   |       |   |     |  |   |       |  
|Balance December 31, 2007                          |  | 12,471,600       |  |        | 6,709          |   |       |   | 198 |  |   | 6,907 |  
|Distributions to Limited Partners ($0.05 per Unit) |  |                 |  |        | (624           | ) |       |   |    |  |   | (624  | )
|Net loss                                           |  |                 |  |        | (32            | ) |       |   |    |  |   | (32   | )
|                                                   |  |                  |  |        |                |   |       |   |     |  |   |       |  
|Balance March 31, 2008                             |  | 12,471,600       |  | $      | 6,053          |   |       | $ | 198 |  | $ | 6,251 |  
|                                                   |  |                  |  |        |                |   |       |   |     |  |   |       |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

THREE MONTHS ENDED

MARCH 31, 2008
AND 2007

(In Thousands)

(Unaudited)



|                                                                                    |  |                              |       |   |      |   |        |  
|----------------------------------------------------------------------------------- |  | ---------------------------- | ----- | - | ---- | - | ------ | -
|                                                                                    |  | Three months ended March 31, |      
|                                                                                    |  | 2008                         |       |   | 2007 |  
|Operating activities:                                                               |  |                              |       |   |      |   |        |  
|Net (loss) income                                                                   |  | $                            | (32   | ) |      | $ | 64     |  
|Adjustment to reconcile net (loss) income to cash provided by operating activities: |  |                              |       |   |      |   |        |  
|Depreciation of operating lease assets                                              |  |                              | 375   |   |      |   | 383    |  
|Gain on sales of assets, net                                                        |  |                              | (44   | ) |      |   | (25    | )
|Reversal of provision for doubtful accounts                                         |  |                              |      |   |      |   | (27    | )
|Changes in operating assets and liabilities:                                        |  |                              |       |   |      |   |        |  
|Accounts receivable                                                                 |  |                              | 62    |   |      |   | 13     |  
|Prepaid expenses                                                                    |  |                              | 2     |   |      |   | 18     |  
|Accounts payable and accruals:                                                      |  |                              |       |   |      |   |        |  
|General Partner                                                                     |  |                              | 55    |   |      |   | (51    | )
|Affiliates                                                                          |  |                              | 1     |   |      |   | (72    | )
|Other                                                                               |  |                              | 28    |   |      |   | 125    |  
|Accrued interest payable                                                            |  |                              | (1    | ) |      |   | (1     | )
|Unearned operating lease income                                                     |  |                              | 80    |   |      |   | 2      |  
|                                                                                    |  |                              |       |   |      |   |        |  
|Net cash provided by operating activities                                           |  |                              | 526   |   |      |   | 429    |  
|                                                                                    |  |                              |       |   |      |   |        |  
|                                                                                    |  |                             
|Investing activities:                                                               |  |                              |       |   |      |   |        |  
|Proceeds from sales of lease assets                                                 |  |                              | 70    |   |      |   | 48     |  
|Improvements of equipment on operating leases                                       |  |                              |      |   |      |   | (24    | )
|                                                                                    |  |                              |       |   |      |   |        |  
|Net cash provided by investing activities                                           |  |                              | 70    |   |      |   | 24     |  
|                                                                                    |  |                              |       |   |      |   |        |  
|                                                                                    |  |                             
|Financing activities:                                                               |  |                              |       |   |      |   |        |  
|Repayments of non-recourse debt                                                     |  |                              | (187  | ) |      |   | (199   | )
|Distributions to Limited Partners                                                   |  |                              | (624  | ) |      |   | (935   | )
|                                                                                    |  |                              |       |   |      |   |        |  
|Net cash used in financing activities                                               |  |                              | (811  | ) |      |   | (1,134 | )
|                                                                                    |  |                              |       |   |      |   |        |  
|                                                                                    |  |                             
|Net decrease in cash and cash equivalents                                           |  |                              | (215  | ) |      |   | (681   | )
|Cash and cash equivalents at beginning of period                                    |  |                              | 1,167 |   |      |   | 1,337  |  
|                                                                                    |  |                              |       |   |      |   |        |  
|Cash and cash equivalents at end of period                                          |  | $                            | 952   |   |      | $ | 656    |  
|                                                                                    |  |                              |       |   |      |   |        |  
|                                                                                    |  |                             
|Supplemental disclosures of cash flow information:                                  |  |                              |       |   |      |   |        |  
|Cash paid during the period for interest                                            |  | $                            | 23    |   |      | $ | 34     |  
|                                                                                    |  |                              |       |   |      |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

1. Organization and partnership matters:

ATEL Cash Distribution Fund
V, L.P. (the Partnership or the Fund) was formed under the laws of the State of California in September 1992. The Partnership was formed for the purpose of engaging in the sale of limited partnership investment units and
acquiring equipment to engage in equipment leasing and sales activities. The General Partner of the Partnership is ATEL Financial Services, LLC (AFS), a California limited liability company. Prior to converting to a limited liability
company structure, AFS was formerly known as ATEL Financial Corporation.

The Partnership conducted a public offering of 12,500,000 Limited Partnership
Units (Units) at a price of $10 per Unit. On March 19, 1993, subscriptions for the minimum number of Units, 120,000, or $1.2 million, had been received. On that date, the Partnership commenced operations in its primary business
(acquiring equipment to engage in equipment leasing and sales activities). As of November 15, 1994, the Partnership had received and accepted subscriptions for 12,500,000, or $125 million in addition to the Initial Limited Partners Units
and the offering was terminated. As of March 31, 2008, 12,471,600 Units were issued and outstanding.

The Partnerships principal objectives have
been to invest in a diversified portfolio of equipment that (i) preserves, protects and returns the Partnerships invested capital; (ii) generates distributions to the partners of cash from operations and cash from sales or
refinancing, with any balance remaining after certain minimum distributions to be used to purchase additional equipment during the reinvestment period (Reinvestment Period) (defined as six full years following the year the offering was
terminated), which ended December 31, 2000; and (iii) provides significant distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement
(Partnership Agreement).

As of March 31, 2008, the Partnership is in the final stages of its liquidation phase as defined in the
Partnership Agreement.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto
contained in the report on Form 10-KSB for the year ended December 31, 2007, filed with the Securities and Exchange Commission.

2. Summary of
significant accounting policies:

Basis of presentation:

The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted in the United States (GAAP) for interim financial information and with instructions to Form 10-Q and
Article 8 of Regulation S-X. The unaudited interim financial statements reflect all adjustments which are, in the opinion of the General Partner, necessary for a fair statement of financial position and results of operations for the interim periods
presented. All such adjustments are of a normal recurring nature. The preparation of financial statements in accordance with GAAP requires management to make estimates and assumptions that effect reported amounts in the financial statements and
accompanying notes. Therefore, actual results could differ from those estimates. Operating results for the three months ended March 31, 2008 are not necessarily indicative of the results for the year ending December 31, 2008.

Certain prior year amounts have been reclassified to conform to the current year presentation. These reclassifications had no effect on equity or net income.

Footnote and tabular amounts are presented in thousands, except as to Units and per Unit data.

Use of estimates:

The preparation of financial statements in
conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported
amounts of revenues and expenses during the reporting period. Actual



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):

results could differ from those estimates. Such estimates primarily relate to the determination of residual values at the end of the lease term, expected future cash
flows used for impairment analysis purposes, and determination of the allowance for doubtful accounts.

Cash and cash equivalents:

Cash and cash equivalents include cash in banks and cash equivalent investments with original maturities of three months or less.

Credit risk:

Financial instruments that potentially subject the
Partnership to concentrations of credit risk include cash and cash equivalents, and accounts receivable. The Partnership places its cash deposits and temporary cash investments with creditworthy, high quality financial institutions and therefore,
believes that the concentration of such deposits and temporary cash investments is not deemed to create a significant risk to the Partnership. Accounts receivable represent amounts due from lessees in various industries related to equipment on
operating leases.

Accounts receivable:

Accounts
receivable represent the amounts billed under operating lease contracts which are currently due to the Partnership. Allowances for doubtful accounts are typically established based on historical charge off and collection experience and the
collectability of specifically identified lessees and invoiced amounts. Accounts receivable are charged off to the allowance on specific identification basis. Amounts recovered that were previously written-off are recorded as other income in the
period received.

Equipment on operating leases and related revenue recognition:

Equipment subject to operating leases is stated at cost. Depreciation is being recognized on a straight-line method over the terms of the related leases to the equipments estimated residual values at the end of
the leases. Maintenance costs associated with the Funds portfolio of leased assets are expensed as incurred.

Operating lease revenue is recognized
on a straight-line basis over the term of the underlying leases. The initial lease terms will vary as to the type of equipment subject to the leases, the needs of the lessees and the terms to be negotiated, but initial leases are generally between
36 to 84 months. The difference between rent received and rental revenue recognized is recorded as unearned operating lease income on the balance sheet.

Asset valuation:

Recorded values of the Partnerships asset portfolio are periodically reviewed for impairment in accordance with
Statement of Financial Accounting Standards (SFAS) No. 144, Accounting for the Impairment or Disposal of Long-Lived Assets. An impairment loss is measured and recognized only if the estimated undiscounted future cash
flows of the asset are less than their net book value. The estimated undiscounted future cash flows are the sum of the estimated residual value of the asset at the end of the assets expected holding period and estimates of undiscounted future
rents. The residual value assumes, among other things, that the asset is utilized normally in an open, unrestricted and stable market. Short-term fluctuations in the market place are disregarded and it is assumed that there is no necessity either to
dispose of a significant number of the assets, if held in quantity simultaneously, or to dispose of the asset quickly. Impairment is measured as the difference between the fair value (as determined by a valuation method using discounted estimated
future cash flows) of the asset and its carrying value on the measurement date.



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):

Segment reporting:

The Partnership adopted the provisions of SFAS
No. 131, Disclosures about Segments of an Enterprise and Related Information. SFAS No. 131 establishes annual and interim standards for operating segments of a company. It also requires entity-wide disclosures about the
products and services an entity provides, the material countries in which it holds assets and reports revenue, and its major customers. The Partnership is not organized by multiple operating segments for the purpose of making operating decisions or
assessing performance. Accordingly the Partnership operates in one reportable operating segment in the United States.

The Partnerships chief
operating decision makers are the General Partners Chief Executive Officer and its Chief Operating Officer. The Partnership believes that its equipment leasing business operates as one reportable segment because: a) the Partnership measures
profit and loss at the equipment portfolio level as a whole; b) the chief operating decision makers do not review information based on any operating segment other than the equipment leasing transaction portfolio; c) the Partnership does not maintain
discrete financial information on any specific segment other than its equipment financing operations; d) the Partnership has not chosen to organize its business around different products and services other than equipment lease financing; and e) the
Partnership has not chosen to organize its business around geographic areas.

However, certain of the Partnerships lessee customers have
international operations. In these instances, the Partnership is aware that certain equipment, primarily rail and transportation, may periodically exit the country. However, these lessee customers are US-based, and it is impractical for the
Partnership to track, on an asset-by-asset, day-by-day basis, where these assets are deployed.

The primary geographic regions in which the Partnership
sought leasing opportunities were North America and Europe. Currently, 100% of the Partnerships operating revenues are from customers domiciled in North America.

Unearned operating lease income:

The Partnership records prepayments on operating leases as a liability, unearned
operating lease income. The liability is recorded when the prepayments are received and recognized as operating lease revenue ratably over the period to which the prepayments relate.

Income taxes:

The Fund is treated as a partnership for federal income tax purposes. Pursuant to the provisions of
Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. Accordingly, the Fund has provided current income and franchise taxes for only those states which levy taxes on partnerships.

Per unit data:

Net income (loss) and distributions per unit are
based upon the weighted average number of Limited Partners Units outstanding during the period.



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



2. Summary of significant accounting policies (continued):

Recent accounting pronouncements:

In December 2007, the Financial
Accounting Standards Board (FASB) issued SFAS No. 141R, Business Combinations (SFAS 141R). SFAS 141R replaces SFAS 141 and establishes principles and requirements for how an acquirer recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed, any non controlling interest in the acquiree and the goodwill acquired. SFAS 141R also establishes disclosure requirements which will enable users to evaluate the
nature and financial effects of the business combination. This standard is effective for fiscal years beginning after December 15, 2008. The Partnership does not presently anticipate the adoption of SFAS 141R to significantly impact its
financial position, results of operations or cash flows.

In February 2007, the FASB issued SFAS No. 159, The Fair Value Option for Financial
Assets and Financial Liabilitiesincluding an amendment of FASB Statement No. 115 (SFAS 159). This Statement permits entities to choose to measure many financial instruments and certain other items at fair value. The
objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting
provisions. This Statement is expected to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial instruments. The Partnership adopted the provisions of SFAS
159 on January 1, 2008. The adoption of SFAS 159 did not have a significant effect on the Partnerships financial position, results of operations or cash flows.

In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements (SFAS 157). This standard clarifies the definition of fair value for financial reporting, establishes a framework
for measuring fair value and requires additional disclosures about the use of fair value measurements. The provisions of SFAS 157 were to be effective for fiscal years beginning after November 15, 2007. However, in February 2008, the FASB
issued FASB Staff Position (FSP) No. 157-2, which defers the effective date of SFAS 157 as it pertains to fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after
November 15, 2008. On January 1, 2008, the Partnership adopted the provisions of SFAS 157 except as it applied to its investment in equipment and leases, and other nonfinancial assets and nonfinancial liabilities as noted in FSP
No. 157-2. The partial adoption of SFAS 157 did not have a significant effect on the Partnerships financial position, results of operations or cash flows.

3. Investment in equipment and leases, net:

The Partnerships investments in equipment and leases consist of
the following (in thousands):



|                                                                                                              |  |                         |       |                                           |   |     |                                                          |  |   |                        |   |  |   |      
|------------------------------------------------------------------------------------------------------------- |  | ----------------------- | ----- | ----------------------------------------- | - | --- | -------------------------------------------------------- |  | - | ---------------------- | - |  | - | -----
|                                                                                                              |  | BalanceDecember 31,2007 |       | Reclassifications&Additions /Dispositions |   |     | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | Balance  March 31,2008
|Net investment in operating leases                                                                            |  | $                       | 7,517 |                                           | $ | (27 | )                                                        |  | $ | (374                   | ) |  | $ | 7,116
|Assets held for sale or lease, net of accumulated depreciation of $26 at March 31, 2008 and December 31, 2007 |  |                         | 9     |                                           |   | 1   |                                                          |  |   | (1                     | ) |  |   | 9    
|                                                                                                              |  |                         |       |                                           |   |     |                                                          |  |   |                        |   |  |   |      
|Total                                                                                                         |  | $                       | 7,526 |                                           | $ | (26 | )                                                        |  | $ | (375                   | ) |  | $ | 7,125
|                                                                                                              |  |                         |       |                                           |   |     |                                                          |  |   |                        |   |  |   |      



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



3. Investment in equipment and leases, net (continued):

Impairment of investments in leases and assets held for sale or lease:

Management periodically reviews the carrying values of its assets on leases and assets held for sale or lease. As a result of these reviews, management determined that no impairment losses existed in the three month periods ended
March 31, 2008 and 2007. Depreciation expense on property subject to operating leases and property held for lease or sale was $375 thousand and $383 thousand for the three months ended March 31, 2008 and 2007, respectively.

All of the leased property was acquired in the years 1993 through 2004.

Operating leases:

Equipment on operating leases consists of the following (in thousands):



|                              |  |                         |         |   |           |   |      |                                  |  |   |                            |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ---- | -------------------------------- |  | - | -------------------------- | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2007 |         |   | Additions |   |      | Reclassificationsor Dispositions |  |   | BalanceMarch 31,      2008 |  
|Transportation, rail          |  | $                       | 20,153  |   |           | $ |     |                                  |  | $ | (71                        | ) |  | $ | 20,082  |  
|Containers                    |  |                         | 648     |   |           |   |     |                                  |  |   | (48                        | ) |  |   | 600     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                            |   |  |   |         |  
|                              |  |                         | 20,801  |   |           |   |     |                                  |  |   | (119                       | ) |  |   | 20,682  |  
|Less accumulated depreciation |  |                         | (13,284 | ) |           |   | (374 | )                                |  |   | 92                         |   |  |   | (13,566 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                            |   |  |   |         |  
|Total                         |  | $                       | 7,517   |   |           | $ | (374 | )                                |  | $ | (27                        | ) |  | $ | 7,116   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                            |   |  |   |         |  

At March 31, 2008, the aggregate amounts of future minimum lease payments under operating leases are as
follows (in thousands):



|                                     |  |                 |      
|------------------------------------ |  | --------------- | -----
|                                     |  | OperatingLeases
|Nine months ending December 31, 2008 |  | $               | 2,080
|Year ending December 31, 2009        |  |                 | 2,348
|2010                                 |  |                 | 1,373
|2011                                 |  |                 | 672  
|2012                                 |  |                 | 155  
|                                     |  |                 |      
|                                     |  | $               | 6,628
|                                     |  |                 |      

The Partnership utilizes the straight line depreciation method for equipment in all the following categories over
the following useful lives (in years):



|                     |  |            
|-------------------- |  | -----------
|Equipment category   |  | Useful Life
|Transportation, rail |  | 30 - 35    
|Containers           |  | 7 - 10     



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



4. Related party transactions:

The terms of the Partnership Agreement provide that AFS and/or affiliates are entitled to receive certain fees for equipment acquisition, management and resale and for management of the Partnership.

The Partnership Agreement allows for the reimbursement of costs incurred by AFS in providing administrative services to the Partnership. Administrative services provided
include Partnership accounting, investor relations, legal counsel and lease and equipment documentation. AFS is not reimbursed for services whereby it is entitled to receive a separate fee as compensation for such services, such as acquisition and
disposition of equipment. Reimbursable costs incurred by AFS are allocated to the Partnership based upon estimated time incurred by employees working on Partnership business and an allocation of rent and other costs based on utilization studies. The
Partnership is contingently liable for certain future costs to be incurred by AFS to manage the administrative services provided to the Partnership.

Each
of ATEL Leasing Corporation (ALC), ATEL Equipment Corporation (AEC), ATEL Investor Services (AIS) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition
services are performed for the Partnership by ALC; equipment management, lease administration and asset disposition services are performed by AEC; investor relations and communications services are performed by AIS; and general administrative
services for the Partnership are performed by AFS.

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative
services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as total assets, number of investors or contributed capital based upon depending upon the type of cost incurred.

Incentive management fees are computed as 5% of distributions of cash from operations, as defined in the Partnership Agreement and equipment management fees are computed
as 5% of gross revenues from operating leases, as defined in the Partnership Agreement plus 2% of gross revenues from full payout leases, as defined in the Partnership Agreement.

During the three month periods ended March 31, 2008 and 2007, AFS and/or affiliates earned fees, commissions and reimbursements, pursuant to the Limited Partnership Agreement, as follows (in thousands):



|                                                           |  |                             |     |      |   |   
|---------------------------------------------------------- |  | --------------------------- | --- | ---- | - | --
|                                                           |  | Three Months EndedMarch 31,
|                                                           |  | 2008                        |     | 2007
|Cost reimbursements to General Partner                     |  | $                           | 144 |      | $ | 45
|Equipment and incentive management fees to General Partner |  |                             | 35  |      |   | 28
|                                                           |  |                             |     |      |   |   
|                                                           |  | $                           | 179 |      | $ | 73
|                                                           |  |                             |     |      |   |   

5. Non-recourse debt:

At March 31, 2008, non-recourse debt consists of a note payable to a financial institution. The note is due in monthly installments. Interest on the note is at a fixed rate of 5.0%. The note is secured by assignments of lease payments
and pledges of assets. At March 31, 2008, the carrying value of the pledged assets was approximately $2.3 million. The note matures in 2010.



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



5. Non-recourse debt (continued):

Future minimum payments of non-recourse debt are as follows (in thousands):



|                                     |  |           |       |          |   |       |  |   |      
|------------------------------------ |  | --------- | ----- | -------- | - | ----- |  | - | -----
|                                     |  | Principal |       | Interest |   | Total
|Nine months ending December 31, 2008 |  | $         | 572   |          | $ | 55    |  | $ | 627  
|Year ended December 31, 2009         |  |           | 798   |          |   | 39    |  |   | 837  
|2010                                 |  |           | 344   |          |   | 4     |  |   | 348  
|                                     |  |           |       |          |   |       |  |   |      
|                                     |  | $         | 1,714 |          | $ | 98    |  | $ | 1,812
|                                     |  |           |       |          |   |       |  |   |      

6. Commitments:

As of March 31, 2008, the Partnership had no commitments to purchase lease assets.

7. Guarantees:

The Partnership enters into contracts that contain a variety of indemnifications. The Partnerships maximum exposure under these arrangements is unknown. However,
the Partnership has not had prior claims or losses pursuant to these contracts and expects the risk of loss to be remote.

In the normal course of
business, the Partnership enters into contracts of various types, including lease contracts, contracts for the sale or purchase of lease assets, management contracts, loan agreements, credit lines and other debt facilities. It is prevalent industry
practice for most contracts of any significant value to include provisions that each of the contracting partiesin addition to assuming liability for breaches of the representations, warranties, and covenants that are part of the underlying
contractual obligationsalso assume an obligation to indemnify and hold the other contracting party harmless for such breaches, for harm caused by such partys gross negligence and willful misconduct, including, in certain instances,
certain costs and expenses arising from the contract. The General Partner has substantial experience in managing similar leasing programs subject to similar contractual commitments in similar transactions, and the losses and claims arising from
these commitments have been insignificant, if any. Generally, to the extent these contracts are performed in the ordinary course of business under the reasonable business judgment of the General Partner, no liability will arise as a result of these
provisions. The General Partner has no reason to believe that the facts and circumstances relating to the Partnerships contractual commitments differ from those it has entered into on behalf of the prior programs it has managed. The General
Partner knows of no facts or circumstances that would make the Partnerships contractual commitments outside standard mutual covenants applicable to commercial transactions between businesses. Accordingly, the Partnership believes that these
indemnification obligations are made in the ordinary course of business as part of standard commercial and industry practice, and that any potential liability under the Partnerships similar commitments is remote. Should any such
indemnification obligation become payable, the Partnership would separately record and/or disclose such liability in accordance with GAAP.



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



8. Partners Capital:

As of March 31, 2008, 12,471,600 Units were issued and outstanding (including the 50 Units issued to the Initial Limited Partners).

As defined in the Limited Partnership Agreement, the Partnerships Net Income, Net Losses, and Tax Credits are to be allocated 99% to the Limited Partners and 1% to AFS.

Available Cash from Operations and Cash from Sales and Refinancing are to be distributed as follows:

First, 5% of Distributions of Cash from Operations to AFS as Incentive Management Fee;

Second, the balance
to the Limited Partners until the Limited Partners have received Aggregate Distributions in an amount equal to their Original Invested Capital, as defined, plus a 10% per annum cumulative (compounded daily) return on their Adjusted Invested
Capital;

Third, AFS will receive as Incentive Management Compensation, the following:



| | (A) | 10% of remaining Cash from Operations and
| | --- | -----------------------------------------



| | (B) | 15% of remaining Cash from Sales or Refinancing; and
| | --- | ----------------------------------------------------

Fourth, the
balance to the Limited Partners.

Distributions to the Limited Partners were as follows (in thousands except units and per unit data):



|                                             |  |                             |            |      |   |           
|-------------------------------------------- |  | --------------------------- | ---------- | ---- | - | ----------
|                                             |  | Three Months EndedMarch 31,
|                                             |  | 2008                        |            | 2007
|Distributions                                |  | $                           | 624        |      | $ | 935       
|Weighted average number of Units outstanding |  |                             | 12,471,600 |      |   | 12,471,600
|                                             |  |                             |            |      |   |           
|Weighted average distributions per Unit      |  | $                           | 0.05       |      | $ | 0.08      
|                                             |  |                             |            |      |   |           



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##### Table of Contents

|Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operations
|------- | -------------------------------------------------------------------------------------

Statements contained in this Item 2, Managements Discussion and Analysis of Financial Condition and Results of Operations, (MD&A) and elsewhere in this Form 10-Q, which are not
historical facts, may be forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially from those projected. In particular, economic recession and changes in general economic
conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in delays in investment and reinvestment, delays in leasing, re-leasing, and disposition of equipment, and reduced returns on invested capital.
The Partnerships performance is subject to risks relating to lessee defaults and the creditworthiness of its lessees. The Partnerships performance is also subject to risks relating to the value of its equipment at the end of its leases,
which may be affected by the condition of the equipment, technological obsolescence and the markets for new and used equipment at the end of lease terms. Investors are cautioned not to attribute undue certainty to these forward-looking statements,
which speak only as of the date of this Form 10-Q. We undertake no obligation to publicly release any revisions to these forward- looking statements to reflect events or circumstances after the date of this Form 10-Q or to reflect the occurrence of
unanticipated events, other than as required by law.

Overview

ATEL Cash Distribution Fund V, L.P. (the Partnership) is a California partnership that was formed in September 1992 for the purpose of engaging in the sale of limited liability investment units and
acquiring equipment to generate revenues from equipment leasing and sales activities, primarily in the United States. The General Partner of the Partnership is ATEL Financial Services, LLC (AFS), a California limited liability company.

The Partnership conducted a public offering of 12,500,000 Limited Partnership units (Units), at a price of $10 per Unit. The offering was
terminated in November 1994. During early 1995, the Partnership completed its initial acquisition stage with the investment of the net proceeds from the public offering of Units. Subsequently, throughout the reinvestment period (Reinvestment
Period) (defined as six full years following the year the offering was terminated), the Partnership reinvested cash flow in excess of certain amounts required to be distributed to the Limited Partners and/or utilized its credit facilities to
acquire additional equipment.

The Partnership may continue until December 31, 2013. However, pursuant to the guidelines of the Limited Partnership
Agreement, the Partnership began to liquidate its assets and distribute the proceeds thereof after the end of the Reinvestment Period which ended in December 2000.

As of March 31, 2008, the Partnership remains in its liquidation phase. Accordingly, assets that mature will be returned to inventory and most likely will be subsequently sold, which will result in decreasing revenue as earning assets
decrease. The Partnership continues to make distributions on an annual basis.

Capital Resources and Liquidity

The liquidity of the Partnership varies, increasing to the extent cash flows from leases and proceeds from lease asset sales exceed expenses and decreasing as
distributions are made to the Limited Partners and to the extent expenses exceed cash flows from leases and proceeds from asset sales.

The primary source
of liquidity for the Partnership is its cash flow from a diversified group of lessees for fixed term leases at fixed rental amounts. As the initial lease terms expire, the Partnership will re-lease or sell the equipment. The future liquidity beyond
the contractual minimum rentals will depend on the Partnerships success in re-leasing or selling the equipment as it comes off lease.

Throughout the
Reinvestment Period, the Partnership reinvested a portion of lease payments from assets owned in new leasing transactions. Such reinvestment occurred only after the payment of all obligations, including debt service (both principal and interest),
the payment of management and acquisition fees to AFS, and providing for cash distributions to the Limited Partners.

The Partnership currently has
available adequate reserves to meet its immediate cash requirements and those of the next twelve months, but in the event those reserves were found to be inadequate, the Partnership would likely be in a position to borrow against its current
portfolio to meet such requirements. AFS envisions no such requirements for operating purposes.



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##### Table of Contents

If inflation in the general economy becomes significant, it may affect the Partnership in as much as the residual
(resale) values of the Partnerships leased assets may increase as the costs of similar assets increase. However, the Partnerships revenues from existing leases would not increase as such rates are generally fixed for the terms of the
leases without adjustment for inflation.

If interest rates increase significantly, the lease rates that the Partnership can obtain on future leases will
be expected to increase as the cost of capital is a significant factor in the pricing of lease financing. Leases already in place, for the most part, would not be affected by changes in interest rates.

The Partnerships long-term borrowings are generally non-recourse to the Partnership, that is, the only recourse of the lender is to the equipment or corresponding
lease acquired with the loan proceeds. Through its term of existence, the Partnership had borrowed $62.5 million of non-recourse debt. As of March 31, 2008, $1.7 million of such non-recourse debt remains unpaid. AFS does not anticipate any
future non-recourse borrowings on behalf of the Partnership.

The Partnership commenced periodic distributions, based on cash flows from operations,
beginning with the second quarter of 1993. At March 31, 2008, the Partnership had no commitments to purchase leased assets and pursuant to the Partnership Agreement, the Partnership will no longer purchase any new leased assets.

Cash Flows

The three months ended March 31, 2008
versus the three months ended March 31, 2007

Operating Activities

The Partnerships primary source of cash from operations has been rents from operating leases. Additionally, its cash flows are impacted by changes in certain operating assets and liabilities. Cash provided by
operating activities increased by $97 thousand, or 23%, for the first quarter of 2008 as compared to the first quarter of 2007. The net increase in cash flow was primarily attributable to increased levels of accounts payable and accrued liabilities,
and unearned rents received offset, in part, by the period over period drop in net operating results.

Cash flow benefited from a $78 thousand period over
period increase in unearned rents primarily as a result of a $71 thousand prepayment of railcar rents received from a major lessee. Similarly, cash flow benefited from an $82 thousand increase in accounts payable and accrued liabilities primarily as
a result of quarter-end accruals related to invoice payables to AFS and affiliates.

The aforementioned increases in cash flow were partially offset by a
decrease of $96 thousand resulting from the period over period decline in net operating results. The decline in net operating results was mainly attributable to increased operating expenses.

Investing Activities

Cash provided by investing activities increased
by $46 thousand, or 192%, for the first quarter of 2008 as compared to the first quarter of 2007. The net increase in cash flow was a result of a $24 thousand decline in cash used to refurbish railcars combined with a $22 thousand increase in
proceeds from sales of lease assets. The decline in capitalized costs of refurbishing railcars was primarily due to the timing of improvements made to railcars during the first quarter of 2008 as compared to the first quarter of 2007. The increase
in proceeds from sales of lease assets was mainly due to stronger market demand for the types of assets sold during the first quarter of 2008, as compared to the first quarter of 2007.

Financing Activities

Net cash used in financing activities declined by $323 thousand, or 28%, for the first quarter
of 2008 as compared to the first quarter of 2007. The decrease in cash used was primarily due to a $311 thousand period over period decline in distributions paid to Limited Partners. The distributions were based on cash available net of any
short-term payables and reserves as determined by the General Partner.



16



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##### Table of Contents

Results of Operations

On March 19, 1993, the Partnership commenced operations in its primary business (acquiring equipment to engage in equipment leasing and sales activities).

Cost reimbursements to the General Partner are based on its costs incurred in performing administrative services for the Partnership. These costs are allocated to each managed entity based on certain criteria such as
total assets, capital contributed or number of investors depending upon the nature of the cost incurred.

The three months ended March 31, 2008
versus the three months ended March 31, 2007

The Partnership had a net loss of $32 thousand for the first quarter of 2008 compared to net income
of $64 thousand for the first quarter of 2007. The results for the first quarter of 2008 reflect a decrease in total revenues combined with an increase in operating expenses when compared to the first quarter of 2007.

Revenues

Total revenues for the first quarter of 2008 decreased by
$10 thousand, or 1%, as compared to the first quarter of 2007. The slight decrease was primarily a result of a $23 thousand decline in revenues from operating leases offset, in part, by a $19 thousand increase in net gains on sales of lease assets.
The decrease in revenues from operating leases was primarily attributable to run-off and dispositions of lease assets. The increase in net gains on sales of lease assets was mainly due to stronger market demand for the types of assets sold during
the first quarter of 2008, as compared to the first quarter of 2007.

Expenses

Total expenses for the first quarter of 2008 increased by $86 thousand, or 12%, as compared to the first quarter of 2007. The net increase in expenses was primarily a result of increases in cost reimbursements to AFS,
railcar maintenance and other expenses offset, in part, by decreases in outside services expense and professional fees.

Costs reimbursed to AFS, railcar
maintenance and other expenses increased by $99 thousand, $29 thousand and $29 thousand, respectively. The increase in costs reimbursed to AFS was primarily a result of a fine-tuning of cost allocation methodologies employed by the General Partner
which resulted in higher costs allocated to the Fund. The modification of cost allocation methodologies is intended to ensure that Fund management costs are allocated appropriately. This process is continuous and is evaluated, analyzed and modified
as necessary. Railcar maintenance expense increased mostly due to the timing of required repairs in the first quarter of 2008 versus first quarter of 2007, the aging of the Funds lease asset portfolio, and the impact of inflation on
maintenance costs. Other expenses increased mainly due to a period over period increase in the provision for doubtful accounts.

The aforementioned
increases in expenses were partially offset by decreases in outside services expense and professional fees totaling $33 thousand and $25 thousand, respectively. Outside services expense and professional fees decreased primarily due to the
elimination of costs associated with the audit and restatement of the Partnerships prior year financial statements, which were largely completed during the second quarter of 2007.



17



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##### Table of Contents



|Item 4. | Controls and procedures.
|------- | ------------------------

Evaluation of disclosure
controls and procedures

The Partnerships General Partners Chief Executive Officer, and Executive Vice President and Chief Financial
Officer and Chief Operating Officer (Management), evaluated the effectiveness of the Partnerships disclosure controls and procedures (as defined in Exchange Act Rule 13a-15(e)) as of the end of the period covered by this report.
Based on the evaluation of the Partnerships disclosure controls and procedures, the Chief Executive Officer and Executive Vice President and Chief Financial Officer and Chief Operating Officer concluded that as of the end of the period covered
by this report, the design and operation of these disclosure controls and procedures were effective.

The Partnership does not control the financial
reporting process, and is solely dependent on the Management of the General Partner, who is responsible for providing the Partnership with financial statements in accordance with generally accepted accounting principles in the United States. The
General Partners disclosure controls and procedures, as is applicable to the Partnership, were effective to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with accounting principles generally accepted in the United States.

Changes in internal control

There were no changes in the General Partners internal control over financial reporting, as is applicable to the Partnership, during the quarter ended
March 31, 2008 that has materially affected, or is reasonably likely to materially affect, the General Partners internal control over financial reporting, as is applicable to the Partnership.



18



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##### Table of Contents

PART II. OTHER INFORMATION



|Item 1. | Legal Proceedings.
|------- | ------------------

In the ordinary course of conducting
business, there may be certain claims, suits, and complaints filed against the Partnership. In the opinion of management, the outcome of such matters, if any, will not have a material impact on the Partnerships financial position or results of
operations.



|Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds.
|------- | ------------------------------------------------------------

None.



|Item 3. | Defaults Upon Senior Securities.
|------- | --------------------------------

None.



|Item 4. | Submission Of Matters To A Vote Of Security Holders.
|------- | ----------------------------------------------------

None.



|Item 5. | Other Information.
|------- | ------------------

None.



|Item 6. | Exhibits.
|------- | ---------

Documents filed as a part of this report:



| | 1. | Financial Statement Schedules
| | -- | -----------------------------

All other schedules for which provision is
made in the applicable accounting regulations of the Securities and Exchange Commission are not required under the related instructions or are not applicable, and therefore have been omitted.



| | 2. | Other Exhibits
| | -- | --------------



|     |  |                                                                       
|---- |  | ----------------------------------------------------------------------
|     | 
|31.1 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Dean L. Cash               
|     | 
|31.2 |  | Rule 13a-14(a)/ 15d-14(a) Certification of Paritosh K. Choksi         
|     | 
|32.1 |  | Certification Pursuant to 18 U.S.C. section 1350 of Dean L. Cash      
|     | 
|32.2 |  | Certification Pursuant to 18 U.S.C. section 1350 of Paritosh K. Choksi



19



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##### Table of Contents

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.

Date: May 12, 2008

ATEL Cash Distribution Fund V, L.P.

(Registrant)



|    |  |                                                            |  |  |  |     |  |                                                                                                                                                       
|--- |  | ---------------------------------------------------------- |  |  |  | --- |  | ------------------------------------------------------------------------------------------------------------------------------------------------------
|By: |  | ATEL Financial Services, LLC General Partner of Registrant |  |  |  |    
|    |  |                                                            |  | 
|    |  |                                                            |  |  |  | By: |  | /s/ Dean L. Cash                                                                                                                                      
|    |  |                                                            |  |  |  |     |  | Dean L. Cash, President and Chief Executive Officer
of ATEL Financial Services, LLC (General Partner)                                                 
|    |  |                                                            |  | 
|    |  |                                                            |  |  |  | By: |  | /s/ Paritosh K. Choksi                                                                                                                                
|    |  |                                                            |  |  |  |     |  | Paritosh K. Choksi, Executive Vice President and
Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)



20