**EXHIBIT 31.1****CERTIFICATIONS**I, Paritosh K. Choksi, certify that:1. I have reviewed this annual report on Form 10-KSB/A of ATEL Cash Distribution Fund V, L.P.; 2. Based on my knowledge, this annual report does not contain any untrue statement of a materialfact or omit to state amaterial fact necessary to make the statements made, in light of the circumstances underwhich such statements weremade, not misleading with respect to the period covered by this annual report; 3. Based on my knowledge, the financial statements, and other financial information included inthis annual report,fairly present in all material respects the financial condition, results of operations andcash flows of the registrant asof, and for, the periods presented in this annual report; 4. The registrant’s other certifying officers and I are responsible for establishing andmaintaining disclosure controlsand procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internalcontrol over financialreporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant andhave: a) Designed such disclosure controls and procedures, or caused such disclosure controlsand procedures to be designedunder our supervision, to ensure that material information relating to the registrant,including its consolidatedsubsidiaries, is made known to us by others within those entities, particularly during theperiod in which this report isbeing prepared;  b) Designed such internal control over financial reporting, or caused such internalcontrol over financial reporting to bedesigned under our supervision, to provide reasonable assurance regarding the reliability offinancial reporting andthe preparation of financial statements for external purposes in accordance with generallyaccepted accountingprinciples;  c) Evaluated the effectiveness of the registrant’s disclosure controls and procedures andpresented in this report ourconclusions about the effectiveness of the disclosure controls and procedures, as of the endof the period covered bythis report based on such evaluation; and  d) Disclosed in this report any change in the registrant’s internal control over financialreporting that occurred duringthe registrant’s most recent fiscal quarter that has materially affected, or is reasonablylikely to materially affect, theregistrant’s internal control over financial reporting; and5. The registrant’s other certifying officers and I have disclosed, based on our most recentevaluation, to the registrant’s auditors and the audit committee of registrant’s board ofdirectors (or persons performing the equivalent functions): a) All significant deficiencies and material weaknesses in the design or operation ofinternal control over financialreporting which are reasonably likely to adversely affect the registrant’s ability to record,process, summarize andreport financial information; and  b) Any fraud, whether or not material, that involves management or other employees whohave a significant role in theregistrant’s internal control over financial reporting.Date: February 15, 2006   /s/ Paritosh K. Choksi   Paritosh K. Choksi  Executive Vice President and Chief Financial and Operating Officer of  ATEL Financial Services, LLC (General Partner)  
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