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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 June 30, 2009



| ̈ | 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 ofIncorporation or organization) |  | (I. R. S. EmployerIdentification 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 has
submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required to submit and post such files).    Yes   ̈    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 July 31, 2009 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, June 30, 2009 and December 31, 2008                                                                       |  | 3 
|         |  |                                                                                                                          
|         |  | Statements of Operations for the three and six months ended June 30, 2009 and 2008                                        |  | 4 
|         |  |                                                                                                                          
|         |  | Statements of Changes in Partners Capital for the year ended December 31, 2008 and for the six months endedJune 30, 2009 |  | 5 
|         |  |                                                                                                                          
|         |  | Statements of Cash Flows for the three and six months ended June 30, 2009 and 2008                                        |  | 6 
|         |  |                                                                                                                          
|         |  | Notes to the Financial Statements                                                                                         |  | 7 
|         |  |                                                                                                                          
|Item 2.  |  | Managements Discussion and Analysis of Financial Condition and Results of Operations                                     |  | 15
|         |  |                                                                                                                          
|Item 4T. |  | 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

JUNE 30, 2009 AND DECEMBER 31, 2008

(In Thousands)

(Unaudited)



|                                                                                                                                  |  |              |       |                  |   |      
|--------------------------------------------------------------------------------------------------------------------------------- |  | ------------ | ----- | ---------------- | - | -----
|                                                                                                                                  |  | June 30,2009 |       | December 31,2008
|ASSETS                                                                                                                            |  |              |       |                  |   |      
|Cash and cash equivalents                                                                                                         |  | $            | 987   |                  | $ | 675  
|Accounts receivable, net of allowance for doubtful accounts of $0 at June 30, 2009 and $8at December 31, 2008                     |  |              | 174   |                  |   | 186  
|Prepaid expenses                                                                                                                  |  |              | 1     |                  |   | 4    
|Investments in equipment and leases, net of accumulated depreciation of $15,150 at June 30, 2009 and $14,537 at December 31, 2008 |  |              | 5,255 |                  |   | 6,003
|                                                                                                                                  |  |              |       |                  |   |      
|Total assets                                                                                                                      |  | $            | 6,417 |                  | $ | 6,868
|                                                                                                                                  |  |              |       |                  |   |      
|LIABILITIES AND PARTNERS CAPITAL                                                                                                 |  |              |       |                  |   |      
|Accounts payable and accrued liabilities:                                                                                         |  |              |       |                  |   |      
|General Partner                                                                                                                   |  | $            | 27    |                  | $ | 41   
|Other                                                                                                                             |  |              | 217   |                  |   | 215  
|Accrued interest payable                                                                                                          |  |              | 3     |                  |   | 5    
|Non-recourse debt                                                                                                                 |  |              | 748   |                  |   | 1,142
|Unearned operating lease income                                                                                                   |  |              | 107   |                  |   | 107  
|                                                                                                                                  |  |              |       |                  |   |      
|Total liabilities                                                                                                                 |  |              | 1,102 |                  |   | 1,510
|                                                                                                                                  |  |              |       |                  |   |      
|Commitments and contingencies                                                                                                     |  |              |       |                  |   |      
|Partners capital:                                                                                                                |  |              |       |                  |   |      
|General Partner                                                                                                                   |  |              | 199   |                  |   | 199  
|Limited Partners                                                                                                                  |  |              | 5,116 |                  |   | 5,159
|                                                                                                                                  |  |              |       |                  |   |      
|Total Partners capital                                                                                                           |  |              | 5,315 |                  |   | 5,358
|                                                                                                                                  |  |              |       |                  |   |      
|Total liabilities and Partners capital                                                                                           |  | $            | 6,417 |                  | $ | 6,868
|                                                                                                                                  |  |              |       |                  |   |      

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

FOR THE
THREE AND SIX MONTHS ENDED

JUNE 30, 2009 AND 2008

(In Thousands Except for Units and Per Unit Data)

(Unaudited)



|                                                           |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|---------------------------------------------------------- |  | --------------------------- | ---------- | ------------------------- | ---- | - | ---------- |  | - | ---------- | - |  | - | ----------
|                                                           |  | Three months ended June 30, |            | Six months ended June 30,
|                                                           |  | 2009                        |            |                           | 2008 |   | 2009       |  |   | 2008      
|Revenues:                                                  |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Leasing activities:                                        |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Operating leases                                           |  | $                           | 677        |                           |      | $ | 785        |  | $ | 1,352      |   |  | $ | 1,535     
|Gain on sales of assets                                    |  |                             | 7          |                           |      |   | 24         |  |   | 54         |   |  |   | 68        
|Interest income                                            |  |                             |           |                           |      |   | 5          |  |   |           |   |  |   | 12        
|Other                                                      |  |                             |           |                           |      |   | 29         |  |   |           |   |  |   | 29        
|                                                           |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Total revenues                                             |  |                             | 684        |                           |      |   | 843        |  |   | 1,406      |   |  |   | 1,644     
|Expenses:                                                  |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Depreciation of operating lease assets                     |  |                             | 361        |                           |      |   | 390        |  |   | 722        |   |  |   | 765       
|Cost reimbursements to General Partner                     |  |                             | 150        |                           |      |   | 133        |  |   | 298        |   |  |   | 277       
|Professional fees                                          |  |                             | 9          |                           |      |   | 29         |  |   | 30         |   |  |   | 94        
|Railcar maintenance                                        |  |                             | 119        |                           |      |   | 108        |  |   | 220        |   |  |   | 231       
|Interest expense                                           |  |                             | 10         |                           |      |   | 20         |  |   | 23         |   |  |   | 42        
|Equipment and incentive management fees to General Partner |  |                             | 21         |                           |      |   | 36         |  |   | 41         |   |  |   | 71        
|Other management fees                                      |  |                             | 19         |                           |      |   | 7          |  |   | 43         |   |  |   | 29        
|Outside services                                           |  |                             | 20         |                           |      |   | 30         |  |   | 46         |   |  |   | 54        
|Other                                                      |  |                             | 24         |                           |      |   | 9          |  |   | 26         |   |  |   | 32        
|                                                           |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Total expenses                                             |  |                             | 733        |                           |      |   | 762        |  |   | 1,449      |   |  |   | 1,595     
|                                                           |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Net (loss) income                                          |  | $                           | (49        | )                         |      | $ | 81         |  | $ | (43        | ) |  | $ | 49        
|                                                           |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Net (loss) income:                                         |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|General Partner                                            |  | $                           |           |                           |      | $ | 1          |  | $ |           |   |  | $ | 1         
|Limited Partners                                           |  |                             | (49        | )                         |      |   | 80         |  |   | (43        | ) |  |   | 48        
|                                                           |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|                                                           |  | $                           | (49        | )                         |      | $ | 81         |  | $ | (43        | ) |  | $ | 49        
|                                                           |  |                             |            |                           |      |   |            |  |   |            |   |  |   |           
|Net income per Limited Partnership Unit                    |  | $                           | 0.00       |                           |      | $ | 0.01       |  | $ | 0.00       |   |  | $ | 0.00      
|Weighted average number of Units outstanding               |  |                             | 12,471,600 |                           |      |   | 12,471,600 |  |   | 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, 2008

AND FOR THE SIX MONTHS

ENDED JUNE 30, 2009

(In Thousands
Except for Units and Per Unit Data)

(Unaudited)



|                                                   |  |                  |  |        |                |   |  |       |     |  |   |        |  
|-------------------------------------------------- |  | ---------------- |  | ------ | -------------- | - |  | ----- | --- |  | - | ------ | -
|                                                   |  | Limited Partners |  |        | GeneralPartner |   |  |      
|                                                   |  | Units            |  | Amount |                |   |  | Total |    
|Balance December 31, 2007                          |  | 12,471,600       |  | $      | 6,709          |   |  | $     | 198 |  | $ | 6,907  |  
|Distributions to Limited Partners ($0.13 per Unit) |  |                 |  |        | (1,621         | ) |  |       |    |  |   | (1,621 | )
|Net income                                         |  |                 |  |        | 71             |   |  |       | 1   |  |   | 72     |  
|                                                   |  |                  |  |        |                |   |  |       |     |  |   |        |  
|Balance December 31, 2008                          |  | 12,471,600       |  |        | 5,159          |   |  |       | 199 |  |   | 5,358  |  
|Net loss                                           |  |                 |  |        | (43            | ) |  |       |    |  |   | (43    | )
|                                                   |  |                  |  |        |                |   |  |       |     |  |   |        |  
|Balance June 30, 2009                              |  | 12,471,600       |  | $      | 5,116          |   |  | $     | 199 |  | $ | 5,315  |  
|                                                   |  |                  |  |        |                |   |  |       |     |  |   |        |  

See accompanying notes.



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ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

FOR THE
THREE AND SIX MONTHS ENDED

JUNE 30, 2009 AND 2008

(In Thousands)

(Unaudited)



|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|----------------------------------------------------------------------------------- |  | -------------------------- | ---- | - | ------------------------- | - | ----- | ---- |  | - | ---- | - |  | - | ----- | -
|                                                                                    |  | Three months endedJune 30, |      |   | Six months ended June 30, |  
|                                                                                    |  | 2009                       |      |   | 2008                      |   |       | 2009 |  |   | 2008 |  
|Operating activities:                                                               |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Net (loss) income                                                                   |  | $                          | (49  | ) |                           | $ | 81    |      |  | $ | (43  | ) |  | $ | 49    |  
|Adjustment to reconcile net (loss) income to cash provided by operating activities: |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Depreciation of operating lease assets                                              |  |                            | 361  |   |                           |   | 390   |      |  |   | 722  |   |  |   | 765   |  
|Gain on sales of assets                                                             |  |                            | (7   | ) |                           |   | (24   | )    |  |   | (54  | ) |  |   | (68   | )
|Reversal of provision for doubtful accounts                                         |  |                            |     |   |                           |   |      |      |  |   | (8   | ) |  |   |      |  
|Changes in operating assets and liabilities:                                        |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Accounts receivable                                                                 |  |                            | (6   | ) |                           |   | 110   |      |  |   | 20   |   |  |   | 172   |  
|Prepaid expenses                                                                    |  |                            | 1    |   |                           |   | 2     |      |  |   | 3    |   |  |   | 4     |  
|Accounts payable and accruals:                                                      |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|General Partner                                                                     |  |                            | (24  | ) |                           |   | (58   | )    |  |   | (14  | ) |  |   | (3    | )
|Affiliates                                                                          |  |                            | (1   | ) |                           |   |      |      |  |   |     |   |  |   | 1     |  
|Other                                                                               |  |                            | 1    |   |                           |   | (78   | )    |  |   | 2    |   |  |   | (50   | )
|Accrued interest payable                                                            |  |                            | (1   | ) |                           |   | (1    | )    |  |   | (2   | ) |  |   | (2    | )
|Unearned operating lease income                                                     |  |                            | (3   | ) |                           |   | (78   | )    |  |   |     |   |  |   | 2     |  
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Net cash provided by operating activities                                           |  |                            | 272  |   |                           |   | 344   |      |  |   | 626  |   |  |   | 870   |  
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Investing activities:                                                               |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Proceeds from sales of lease assets                                                 |  |                            | 9    |   |                           |   | 32    |      |  |   | 80   |   |  |   | 102   |  
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Net cash provided by investing activities                                           |  |                            | 9    |   |                           |   | 32    |      |  |   | 80   |   |  |   | 102   |  
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Financing activities:                                                               |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Repayments of non-recourse debt                                                     |  |                            | (198 | ) |                           |   | (188  | )    |  |   | (394 | ) |  |   | (375  | )
|Distributions to Limited Partners                                                   |  |                            |     |   |                           |   |      |      |  |   |     |   |  |   | (624  | )
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Net cash used in financing activities                                               |  |                            | (198 | ) |                           |   | (188  | )    |  |   | (394 | ) |  |   | (999  | )
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Net increase (decrease) in cash and cash equivalents                                |  |                            | 83   |   |                           |   | 188   |      |  |   | 312  |   |  |   | (27   | )
|Cash and cash equivalents at beginning of period                                    |  |                            | 904  |   |                           |   | 952   |      |  |   | 675  |   |  |   | 1,167 |  
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Cash and cash equivalents at end of period                                          |  | $                          | 987  |   |                           | $ | 1,140 |      |  | $ | 987  |   |  | $ | 1,140 |  
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Supplemental disclosures of cash flow information:                                  |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Cash paid during the period for taxes                                               |  | $                          | 5    |   |                           | $ | 5     |      |  | $ | 5    |   |  | $ | 5     |  
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  
|Cash paid during the period for interest                                            |  | $                          | 10   |   |                           | $ | 21    |      |  | $ | 24   |   |  | $ | 44    |  
|                                                                                    |  |                            |      |   |                           |   |       |      |  |   |      |   |  |   |       |  

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 Partnership may continue
until December 31,2013. 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 June 30,
2009, 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 additional distributions following the Reinvestment Period and until all equipment has been sold. The Partnership is governed by its Limited Partnership Agreement (Partnership Agreement).

Pursuant to the Partnership Agreement, AFS receives compensation and reimbursements for services rendered on behalf of the Partnership (Note 4). The Partnership is
required to maintain reasonable cash reserves for working capital, the repurchase of Units and contingencies. The repurchase of Units is solely at the discretion of AFS.

As of June 30, 2009, the Partnership is in the liquidation phase of its life cycle as defined in the Partnership Agreement and is making distributions on an annual basis or at the discretion of the General
Partner.

These unaudited interim financial statements should be read in conjunction with the financial statements and notes thereto contained in the
report on Form 10-K for the year ended December 31, 2008, 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 of America (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 affect reported amounts in the financial statements and accompanying
notes. Therefore, actual results could differ from those estimates. Operating results for the three and six months ended June 30, 2009 are not necessarily indicative of the results for the year ending December 31, 2009.

Certain prior period amounts have been reclassified to conform to the current period 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.



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

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 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.

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.

Certain of the Partnerships lessee customers may 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 based in the United States, 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.

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.

Recent accounting pronouncements:

In June 2009, the Financial
Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards (SFAS) No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162. The Codification will become the source of authoritative U.S. generally accepted accounting principles (GAAP) recognized by the FASB to be applied by nongovernmental entities. Rules and interpretive
releases of the Securities and Exchange Commission (SEC) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. SFAS 168 is effective for financial statements issued for interim and annual periods
ending after September 15, 2009. This statement is not intended to change existing GAAP and as such will not have an impact on the financial statements of the Partnership.

In May 2009, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 165, Subsequent Events (SFAS 165). SFAS 165 establishes general standards of accounting
for and disclosure of events that occur after the balance sheet date but before financial statements are issued or are available to be issued. SFAS 165 is effective for interim or annual financial periods ending after June 15, 2009, and shall
be applied prospectively. The Partnership adopted SFAS 165 for its second quarter 2009 interim reporting period. The adoption of SFAS 165 did not have a significant impact on the Partnerships financial position, results of operations or cash
flows. See Note 9.



8



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

In April 2009, the FASB issued FASB Staff Position (FSP) No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity
for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly, which provides guidance on determining fair value when there is no active market or where the price inputs being used represent
distressed sales. FSP No. 157-4 is effective for interim and annual periods ending after June 15, 2009 and has been adopted by the Partnership for its second quarter 2009 interim reporting period. The adoption of FSP No. 157-4 had no
impact on the Partnerships financial position, results of operations or cash flows.

In April 2009, the FASB issued FSP FAS 107-1 and APB 28-1,
Interim Disclosures about Fair Value of Financial Instruments (the FSP). The FSP requires disclosures about fair value of financial instruments whenever summarized financial information for interim reporting periods is
presented. Entities shall disclose the methods and significant assumptions used to estimate the fair value of financial instruments and shall describe changes in methods and significant assumptions, if any, during the period. The FSP is effective
for interim reporting periods ending after June 15, 2009. The Partnership adopted the provisions of the FSP for its second quarter 2009 interim reporting period without significant effect on the Partnerships financial position, results of
operations or cash flows.

In December 2007, the 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. SFAS 141R will impact the Partnership only if it elects to enter into a business combination subsequent to December 31, 2008.

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 FSP No. FAS
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 applies to its investment in equipment and leases, and other nonfinancial assets and nonfinancial liabilities as noted in FSP No. 157-2. The deferred provisions of SFAS 157 were implemented
effective January 1, 2009 without 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 31,2008 |       | Reclassifications& Additions /Dispositions |   |     | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceJune 30,2009
|Net investment in operating leases                                                                                        |  | $                       | 5,692 |                                            | $ | (18 | )                                                        |  | $ | (722                | ) |  | $ | 4,952
|Assets held for sale or lease, net of accumulated depreciation of $1,037 at June 30, 2009 and $1,065 at December 31,
2008 |  |                         | 311   |                                            |   | (8  | )                                                        |  |   |                    |   |  |   | 303  
|                                                                                                                          |  |                         |       |                                            |   |     |                                                          |  |   |                     |   |  |   |      
|Total                                                                                                                     |  | $                       | 6,003 |                                            | $ | (26 | )                                                        |  | $ | (722                | ) |  | $ | 5,255
|                                                                                                                          |  |                         |       |                                            |   |     |                                                          |  |   |                     |   |  |   |      



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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 and six
month periods ended June 30, 2009 and 2008. Depreciation expense on property subject to operating leases and property held for lease or sale was $361 thousand and $390 thousand for the respective three months ended June 30, 2009 and 2008,
and was $722 thousand and $765 thousand for the respective six months ended June 30, 2009 and 2008.

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 31,2008 |         |   | Additions |   |      | Reclassificationsor Dispositions |  |   | BalanceJune 30,2009 |  
|Transportation, rail          |  | $                       | 18,523  |   |           | $ |     |                                  |  | $ | (35                 | ) |  | $ | 18,488  |  
|Containers                    |  |                         | 642     |   |           |   |     |                                  |  |   | (65                 | ) |  |   | 577     |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|                              |  |                         | 19,165  |   |           |   |     |                                  |  |   | (100                | ) |  |   | 19,065  |  
|Less accumulated depreciation |  |                         | (13,473 | ) |           |   | (722 | )                                |  |   | 82                  |   |  |   | (14,113 | )
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  
|Total                         |  | $                       | 5,692   |   |           | $ | (722 | )                                |  | $ | (18                 | ) |  | $ | 4,952   |  
|                              |  |                         |         |   |           |   |      |                                  |  |   |                     |   |  |   |         |  

The average estimated residual value for assets on operating leases was 18% and 19% of the assets original
cost at June 30, 2009 and December 31, 2008, respectively.

At June 30, 2009, the aggregate amounts of future minimum lease payments under
operating leases are as follows (in thousands):



|                                    |  |                 |       |  | 
|----------------------------------- |  | --------------- | ----- |  | 
|                                    |  | OperatingLeases |       | 
|Six months ending December 31, 2009 |  | $               | 1,236 |  | 
|Year ending December 31, 2010       |  |                 | 1,455 |  | 
|2011                                |  |                 | 709   |  | 
|2012                                |  |                 | 155   |  | 
|                                    |  |                 |       |  | 
|                                    |  | $               | 3,555 |  | 
|                                    |  |                 |       |  | 

The Partnership utilizes a straight-line depreciation method for equipment in all of the categories currently in
its portfolio of lease transactions. The useful lives for investment in leases by category are as follows (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) and AFS is a wholly-owned subsidiary of ATEL Capital Group and performs services for the Partnership. Acquisition
services, equipment management, lease administration and asset disposition services are performed by ALC; investor relations, communications and general administrative services 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 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 and six months ended June 30, 2009 and
2008, AFS and/or affiliates earned fees, commissions and reimbursements pursuant to the Partnership Agreement as follows (in thousands):



|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    
|---------------------------------------------------------- |  | -------------------------- | --- | ------------------------ | - | ---- |  | ---- | --- |  | - | ---
|                                                           |  | Three Months EndedJune 30, |     | Six Months EndedJune 30,
|                                                           |  | 2009                       |     | 2008                     |   | 2009 |  | 2008
|Cost reimbursements to General Partner                     |  | $                          | 150 |                          | $ | 133  |  | $    | 298 |  | $ | 277
|Equipment and incentive management fees to General Partner |  |                            | 21  |                          |   | 36   |  |      | 41  |  |   | 71 
|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    
|                                                           |  | $                          | 171 |                          | $ | 169  |  | $    | 339 |  | $ | 348
|                                                           |  |                            |     |                          |   |      |  |      |     |  |   |    

5. Non-recourse debt:

At June 30, 2009, 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 June 30, 2009, gross lease rentals totaled approximately $767 thousand over the remaining lease terms; and the carrying value of the pledged assets was approximately $1.6 million. The note matures in 2010.

The non-recourse note payable does not contain any material financial covenant. The note is secured by a lien granted by the Partnership to the non-recourse lender on
(and only on) the discounted lease transaction. The lender has recourse only to the following collateral: the specific leased equipment; the related lease chattel paper; the lease receivables; and proceeds of the foregoing items. The non-recourse
obligation is payable solely out of this specific security and the Partnership does not guarantee (nor is the Partnership otherwise contractually responsible for) the payment of non-recourse note as a general obligation or liability of the
Partnership. Although the Partnership does not have any direct general liability in connection with the non-recourse note apart from the security granted, the Partnership is directly and generally liable and responsible for certain representations,
warranties, and covenants made to the lender, such as warranties as to genuineness of the transaction parties signatures, as to the genuineness of the lease chattel paper or the transaction as a whole, or as to the Partnerships good
title to or perfected interest in the secured collateral, as well as similar representations, warranties and covenants typically provided by non-recourse borrowers and customary in the equipment finance industry, and are viewed by the such industry
as being consistent with a non-recourse discount financing obligation. Accordingly, as there are no financial covenants or ratios imposed on the Partnership in connection with this non-recourse obligation, the Partnership does not believe there are
any material covenants that warrant footnote disclosure.



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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



TotalSix months ending December 31, 2009

$
404



$
15



$
419Year ended December 31, 2010


344




4




348$
748



$
19



$
767


6. 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.

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.

7. Partners Capital:

As of June 30, 2009 and December 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. The Limited Partnership Agreement allows the Partnership to make an allocation of income to AFS in order to maintain the capital account of AFS at zero. In accordance with the terms of the Limited Partnership Agreement, additional allocations
of income were made to AFS in 2008. The amounts allocated were determined so as to bring AFSs ending capital account balance to zero at the end of each year.

As defined in the Limited Partnership Agreement, 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.



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

7. Partners Capital (continued):

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



|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|-------------------------------------------- |  | ------------------------------- | ---------- | ------------------------------ | - | ---------- |  | ---- | ---------- |  | - | ----------
|                                             |  | Three Months EndedSeptember 30, |            | Nine Months EndedSeptember 30,
|                                             |  | 2009                            |            | 2008                           |   | 2009       |  | 2008
|Distributions declared                       |  | $                               |           |                                | $ |           |  | $    |           |  | $ | 624       
|Weighted average number of Units outstanding |  |                                 | 12,471,600 |                                |   | 12,471,600 |  |      | 12,471,600 |  |   | 12,471,600
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           
|Weighted average distributions per Unit      |  | $                               |           |                                | $ |           |  | $    |           |  | $ | 0.05      
|                                             |  |                                 |            |                                |   |            |  |      |            |  |   |           

8. Fair value of financial instruments:

On January 1, 2008, the Partnership adopted SFAS 157, except as it applies to the nonfinancial assets and nonfinancial liabilities subject to FSP No. 157-2 and FSP No. FAS 157-1, Application of
FASB Statement No. 157 to FASB Statement No. 13 and Other Accounting Pronouncements That Address Fair Value Measurements for Purposes of Lease Classification or Measurement under Statement 13. The Partnership implemented the deferred
provisions of SFAS 157 on January 1, 2009. SFAS 157 clarifies the definition of fair value, prescribes methods for measuring fair value, establishes a fair value hierarchy based on the inputs used to measure fair value, and expands disclosures
about fair value measurements. The three levels of inputs within the fair value hierarchy are defined as follows:

Level 1  Quoted prices in
active markets for identical assets or liabilities. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing
basis.

Level 2  Quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are
not active, and model-based valuations in which all significant inputs are observable in the market.

Level 3  Valuation is modeled using
significant inputs that are unobservable in the market. These unobservable inputs reflect the Partnerships own estimates of assumptions that market participants would use in pricing the asset or liability.

At June 30, 2009, the Partnership had no financial assets or liabilities that require measurement on a recurring or non-recurring basis under SFAS 157.

The Partnership has determined the estimated fair value amounts by using market information and valuation methodologies that it considers appropriate consistent with
SFAS 157. However, considerable judgment is required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Partnership could realize or has
realized in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.

Alternatively, the following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of SFAS No. 107, Disclosures about Fair Value of Financial
Instruments (SFAS 107). Fair value estimates, methods and assumptions, set forth below for the Partnerships financial instruments, are made solely to comply with the requirements of SFAS No. 107 and should be read in
conjunction with the Partnerships financial statements and related notes.

Cash and cash equivalents:

The recorded amounts of the Partnerships cash and cash equivalents approximate fair value because of the liquidity and short-term maturity of these instruments.



13



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##### Table of Contents

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

8. Fair value of financial
instruments(continued):

Non-recourse debt:

The fair value of the Partnerships non-recourse debt is estimated using discounted cash flow analyses, based upon the current market borrowing rates for similar types of borrowing arrangements.

Limitations

The fair value estimates presented herein were based on
pertinent information available to the Partnership as of June 30, 2009 and December 31, 2008. Although the Partnership is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these financial statements since those dates and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.

The following table presents estimated fair values of the Partnerships financial instruments in accordance with SFAS 107 at June 30, 2009 and
December 31, 2008 (in thousands):



|                          |  |                |     |                     |   |                |  |                     |       |  |   |      
|------------------------- |  | -------------- | --- | ------------------- | - | -------------- |  | ------------------- | ----- |  | - | -----
|                          |  | June 30, 2009  |     | December 31, 2008  
|                          |  | CarryingAmount |     | EstimatedFair Value |   | CarryingAmount |  | EstimatedFair Value
|Financial assets:         |  |                |     |                     |   |                |  |                     |       |  |   |      
|Cash and cash equivalents |  | $              | 987 |                     | $ | 987            |  | $                   | 675   |  | $ | 675  
|Financial liabilities:    |  |                |     |                     |   |                |  |                     |       |  |   |      
|Non-recourse debt         |  |                | 748 |                     |   | 761            |  |                     | 1,142 |  |   | 1,173

9. Subsequent events:

The Partnership has evaluated events subsequent to June 30, 2009 through August 12, 2009. No events were noted which would require disclosure in the footnotes to the financial statements.



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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, the economic recession and changes in general
economic conditions, including, fluctuations in demand for equipment, lease rates, and interest rates, may result in 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
(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 June 30, 2009, 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 generally make distributions on an annual basis or at the discretion of the General Partner.

Results of Operations

The three months ended
June 30, 2009 versus the three months ended June 30, 2008

The Partnership had a net loss of $49 thousand for the second quarter of 2009
compared to net income of $81 thousand for the second quarter of 2008. The results for the second quarter of 2009 reflect a decrease in total revenues offset, in part, by a slight decline in total operating expenses when compared to the prior year
period.

Revenues

Total revenues for the second
quarter of 2009 decreased by $159 thousand, or 19%, as compared to the prior year period. The decrease was primarily due to a $108 thousand decline in revenues from operating leases, a $29 thousand decrease in other revenues and a $17 thousand
reduction in gain on sales of assets.

Operating lease revenue decreased primarily due to run-off and dispositions of lease assets. Other revenue declined
largely due to a reversal of a $29 thousand prior period accrued liability during the second quarter of 2008. Finally, the gain on sales of assets decreased mainly due to the decrease in volume of assets sold during the second quarter of 2009 when
compared to the prior year period.



15



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##### Table of Contents

Expenses

Total
expenses for the second quarter of 2009 decreased by $29 thousand, or 4%, as compared to the prior year period. The net reduction in expenses was primarily a result of decreases in depreciation expense, professional fees, management fees, outside
services and interest expense. These decreases in expense were partially offset by increases in costs reimbursed to AFS, other expense, other management fees and railcar maintenance.

Depreciation expense and management fees paid to AFS declined by $29 thousand and $15 thousand, respectively. The decreases in both expenses were primarily due to the continued runoff of the Partnerships lease
assets during its liquidation phase. Similarly, professional fees declined by $20 thousand primarily as a result of a period over period reduction in audit related fees; and outside services decreased by $10 thousand mainly due to the elimination of
a contractual position utilized during the prior year period. Finally, interest expense decreased by $10 thousand largely due to the continued decline in outstanding non-recourse debt.

Partially offsetting the aforementioned decreases in expense were increases in costs reimbursed to AFS, other expense, other management fees and railcar maintenance totaling $17 thousand, $15 thousand, $12 thousand
and $11 thousand, respectively. The increase in costs reimbursed to AFS was attributable to increased administrative costs; while the increase in other expense was mainly due to increased printing and postage expenses related to mailings of investor
information. In addition, other management fees paid to a third party railcar manager, and railcar maintenance expense increased mostly due to increased overall costs related to managing, operating and maintaining the Partnerships railcars.

The six months ended June 30, 2009 versus the six months ended June 30, 2008

The Partnership had a net loss of $43 thousand for the first six months of 2009 compared to net income of $49 thousand for the prior year period. The results for the
first six months of 2009 reflect a decrease in total revenues offset, in part, by a decline in total operating expenses when compared to the same period of 2008.

Revenues

Total revenues for the first six months of 2009 decreased by $238 thousand, or 14%, as compared to the prior year period. The
decline was comprised of a $183 thousand reduction in revenues from operating leases, a $29 thousand decline in other revenue, and decreases of $14 thousand and $12 thousand in gain on sales of assets and interest income, respectively.

The decrease in operating lease revenue was attributable to run-off and dispositions of lease assets. Other revenue declined mainly due to a reversal of a $29
thousand prior period accrued liability during the second quarter of 2008. In addition, gain on sales of assets declined mainly due to the decrease in volume of assets sold during the first half of 2009 when compared to the same period of 2008; and
interest income declined due to the period over period decrease in the Partnerships interest earning cash balances and the lower interest rate environment.

Expenses

Total expenses for the first six months of 2009 decreased by $146 thousand, or 9%, as compared to the prior year period. The net
reduction in expenses was primarily a result of decreases in professional fees, depreciation expense, management fees paid to AFS, interest expense, and railcar maintenance offset, in part, by increases in costs reimbursed to AFS and other
management fees.

Professional fees declined by $64 thousand primarily as a result of a period over period reduction in audit related fees. Similarly, both
depreciation expense and management fees paid to AFS decreased by $43 thousand and $30 thousand, respectively, as a result of the continued runoff of the Partnerships lease assets during the Funds liquidation phase. In addition, interest
expense decreased by $19 thousand mainly due to the declining balance of the Partnerships non-recourse debt; and railcar maintenance expense decreased by $11 thousand primarily due to the continued run-off and dispositions of the
Partnerships fleet of railcars.

The aforementioned decreases in expense were offset, in part, by a $21 thousand increase in costs reimbursed to AFS
and a $14 thousand increase in other management fees. The increase in costs reimbursed to AFS was largely a result of increased administrative costs; and the increase in other management fees was attributable to increased fees paid to a third party
railcar manager as previously discussed.



16



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##### Table of Contents

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 has been its cash flow
from leasing activities. As the initial lease terms have expired, the Partnership ventured to re-lease or sell the equipment. Future liquidity will depend on the Partnerships success in remarketing or selling the equipment as it comes off
rental.

The changes in the Partnerships cash flow for the three and six months ended June 30, 2009 when compared to the three and six months
ended June 30, 2008 are as follows:

The three months ended June 30, 2009 versus the three months ended June 30, 2008



| |  |  | Operating Activities
| | - |  | --------------------

Cash
provided by operating activities decreased by $72 thousand, or 21%, for the second quarter of 2009 as compared to the prior year period. The net decrease in cash flow was mainly attributable to a $142 thousand decline in net operating results, as
adjusted for non-cash revenue and expense items such as gains on sales of assets and depreciation expense, and a $116 thousand decline in collections of accounts receivable offset, in part, by a $112 thousand period over period increase in accounts
payable and accrued liabilities, and a $75 thousand increase in unearned operating lease income.

The period over period decline in net
operating results, as adjusted for non-cash items, was mainly due to a decline in operating lease revenues; and the decline in collections of accounts receivable was attributable to a higher amount of prior period revenue accruals collected during
the second quarter of 2008 as compared to the second quarter of 2009.

As a partial offset to the aforementioned decreases in cash, accounts
payable and accrued liabilities increased due to a period over period increase in accrued management and maintenance fees. In addition, a period over period reduction in amortization of prepaid rents improved cash flow during the first six months of
2009 when compared to the prior year period.



| |  |  | Investing Activities
| | - |  | --------------------

Cash
provided by investing activities for the second quarter of 2009 declined by $23 thousand, or 72%, when compared to the prior year period, primarily due to a decrease in proceeds from sales of lease assets, which declined on lower volume of
containers sold during the second quarter of 2009 as compared to the same period in 2008.



| |  |  | Financing Activities
| | - |  | --------------------

Net cash used in financing activities increased by $10 thousand, or 5%, for the second quarter of 2009 as compared to the second quarter of 2008. The increase in cash used (decline in cash) was mainly due to the higher amount of scheduled
principal payments made on the Partnerships non-recourse debt.

The six months ended June 30, 2009 versus the six months ended
June 30, 2008



| |  |  | Operating Activities
| | - |  | --------------------

Cash provided by operating activities decreased by $244 thousand, or 28%, for the first half of 2009 as compared to the prior year period. The net decrease in cash was mainly attributable to a $152 thousand decline in collections of
accounts receivable combined with a $129 thousand decline in net operating results, as adjusted for non-cash revenue and expense items such as gains on sales of assets and depreciation expense. The decreases in cash were partially offset by a $40
thousand period over period increase in accounts payable and accrued liabilities.

The period over period decline in collections of accounts
receivable was attributable to a higher amount of prior period revenue accruals collected during the first half of 2008 as compared to the first half of 2009; and the decrease in net operating results, as adjusted for non-cash items, was mainly due
to a decline in operating lease revenues offset, in part, by reduced operating expenses.



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Partially offsetting the aforementioned decreases in cash was an increase in accounts payable and accrued
liabilities attributable to a period over period increase in accrued management and maintenance fees.



| |  |  | Investing Activities
| | - |  | --------------------

Cash
provided by investing activities for the first half of 2009 declined by $22 thousand, or 22%, when compared to the prior year period, primarily due to a decrease in proceeds from sales of lease assets, which declined on lower volume of containers
sold during the first half of 2009 as compared to the same period in 2008.



| |  |  | Financing Activities
| | - |  | --------------------

Net cash
used in financing activities decreased by $605 thousand, or 61%, for the first six months of 2009 as compared to the first six months of 2008 primarily due to the timing of payments of distributions to the Limited Partners. The annual distribution
for 2007 was paid during the first quarter of 2008.

In a normal economy, 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. In addition, if interest rates increase significantly under such circumstances, 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 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. For detailed information on the Partnerships debt obligations, see Note 5 to the financial
statements, Non-recourse debt, as set forth in Item 1, Financial Statements.

The Partnership commenced periodic distributions, based on cash flows
from operations, beginning with the second quarter of 1993. At June 30, 2009, 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.



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

Evaluation of disclosure controls
and procedures

The Partnerships General Partners President and 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, Management 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, which 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 it 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 it is applicable to the Partnership, during the quarter ended June 30, 2009 that have materially affected, or are reasonably likely to materially affect, the
General Partners internal control over financial reporting, as it is applicable to the Partnership.



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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



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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: August 12, 2009

ATEL Cash Distribution Fund V,
L.P.

(Registrant)



|    |  |                                                           
|--- |  | ----------------------------------------------------------
|By: |  | ATEL Financial Services, LLC General Partner of Registrant



By:

/s/ Dean L. CashDean L. Cash,President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)By:

/s/ Paritosh K. ChoksiParitosh K. Choksi,Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)By:

/s/ Samuel SchusslerSamuel Schussler,Vice President and Chief Accounting Officer of ATEL Financial Services, LLC (General Partner)




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