UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Form 10-KSB



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

For the year ended December 31, 2007



| ̈ | 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

(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

Check whether the issuer is not required to file reports pursuant to Section 13 or 15(d) of the Exchange Act of 1934.   ̈

Check whether the issuer (1) 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  þ    No   ̈

Check if there is no disclosure of delinquent
filers in response to Item 405 of Regulation S-B contained in this form, and no disclosure will be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of
this Form 10-KSB or any amendment to this Form 10-KSB.  þ

Indicate by check mark whether the registrant is a
large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated filer in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer   ̈            Accelerated
filer   ̈            Non-accelerated filer  þ

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

State the issuers revenues for the most recent fiscal year: $3.2
million.

State the aggregate market value of the voting and non-voting common equity held by non-affiliates computed by reference to the price at which
the common equity was sold, or the average bid and asked price of such common equity, as of a specified date within the past 60 days. (See definition of affiliate in Rule 12b-2 of the Exchange Act.) Not applicable.

The number of Limited Liability Partnership Units outstanding as of February 29, 2008 was 12,471,600.

DOCUMENTS INCORPORATED BY REFERENCE

None.

Transitional Small Business disclosure Format (check one):  Yes   ̈    No  þ









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PART I



|Item 1. | BUSINESS
|------- | --------

General Development of Business

ATEL Cash Distribution Fund V, L.P. (the Partnership) 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 December 31, 2007, 12,471,600 Units remained 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 December 31, 2007, the Partnership is in the final stages of its liquidation phase as defined in the Partnership Agreement.

Narrative Description of Business

The Partnership has acquired various types of equipment, and leases such
equipment pursuant to operating leases and full payout leases, whereby operating leases are defined as being leases in which the minimum lease payments during the initial lease term do not recover the full cost of the equipment and full payout
leases recover such cost. Guidelines provided by the offering indicated that no more than 25% of the aggregate purchase price of equipment would be subject to operating leases upon final investment of the net proceeds of the offering and that no
more than 20% of the aggregate purchase price of equipment would be invested in equipment acquired from a single manufacturer.

The Partnership only
purchased equipment under pre-existing leases or for which a lease would be entered into concurrently at the time of the purchase. The Partnership completed its acquisition phase with the investment of the net proceeds from the public offering of
Units.

The Partnerships objective has been to lease a minimum of 75% of the equipment acquired with the net proceeds of the offering to lessees that
(i) had an average credit rating by Moodys Investor Service, Inc. of Baa or better, or the credit equivalent as determined by AFS, with the average rating weighted to account for the original equipment cost for each item leased or
(ii) were established hospitals with histories of profitability or municipalities. The balance of the original equipment portfolio could include equipment leased to lessees, which although deemed creditworthy by AFS, would not satisfy the
general credit rating criteria for the portfolio. In excess of 75% of the equipment acquired with the net proceeds of the offering (based on original purchase cost) was leased to lessees with an average credit rating of Baa or better or to such
hospitals or municipalities as described in (ii) above.

AFS sought to limit the amount invested in equipment to any single lessee to not more than
20% of the aggregate purchase price of equipment owned at any time during the Reinvestment Period.



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Certain lessees generated significant portions of the Partnerships total lease revenues as follows:



|                       |  |                   |  |                                   |   |  |      |  
|---------------------- |  | ----------------- |  | --------------------------------- | - |  | ---- | -
|                       |  |                   |  | Percentage of TotalLease Revenues |  
|Lessee                 |  | Type of Equipment |  | 2007                              |   |  | 2006 |  
|Union Pacific Railroad |  | Railcars          |  | 27                                | % |  | 30   | %
|Central States         |  | Railcars          |  | 21                                | % |  | 15   | %
|Interstate             |  | Railcars          |  | 20                                | % |  | 20   | %
|Union Carbide          |  | Railcars          |  | *                                 |   |  | 10   | %



|* | Less than 10%
|- | -------------

These percentages are not expected to be comparable in
future periods.

The equipment leasing industry is highly competitive. Equipment manufacturers, corporations, partnerships and others offer users an
alternative to the purchase of most types of equipment with payment terms that vary widely depending on the lease term, type of equipment and creditworthiness of the lessee. The ability of the Partnership to keep the equipment leased and/or
operating and the terms of the acquisitions, leases and dispositions of equipment depends on various factors (many of which are not in the control of AFS or the Partnership), such as general economic conditions, including the effects of inflation or
recession, and fluctuations in supply and demand for various types of equipment resulting from, among other things, technological and economic obsolescence.

The business of the Partnership is not seasonal.

The Partnership has no full time employees. AFS employees and affiliates provide the services
the partnership requires to effectively operate. The cost of these services is reimbursed by the Partnership to AFS and affiliates per the Partnership Agreement.

Equipment Leasing Activities

The Partnership has acquired a diversified portfolio of equipment. The equipment has been leased to
lessees in various industries. The following tables set forth the types of equipment acquired by the Partnership through December 31, 2007 and the industries to which the assets have been leased (in thousands).



|                                                    |  |                                         |         |                                |        |  
|--------------------------------------------------- |  | --------------------------------------- | ------- | ------------------------------ | ------ | -
|Asset Types                                         |  | Purchase PriceExcludingAcquisition Fees |         | Percentage ofTotalAcquisitions |       
|Transportation, over-the-road tractors and trailers |  | $                                       | 34,793  |                                | 18.55  | %
|Furniture, fixtures and office equipment            |  |                                         | 24,145  |                                | 12.87  | %
|Transportation, other                               |  |                                         | 18,455  |                                | 9.84   | %
|Mining equipment                                    |  |                                         | 15,986  |                                | 8.52   | %
|Transportation, intermodal containers               |  |                                         | 15,485  |                                | 8.25   | %
|Construction                                        |  |                                         | 15,335  |                                | 8.17   | %
|Material handling                                   |  |                                         | 14,469  |                                | 7.71   | %
|Railroad locomotives                                |  |                                         | 12,350  |                                | 6.58   | %
|Earth moving                                        |  |                                         | 11,944  |                                | 6.37   | %
|Transportation, rail cars                           |  |                                         | 7,528   |                                | 4.01   | %
|Printing                                            |  |                                         | 4,708   |                                | 2.52   | %
|Other *                                             |  |                                         | 12,392  |                                | 6.61   | %
|                                                    |  |                                         |         |                                |        |  
|                                                    |  | $                                       | 187,590 |                                | 100.00 | %
|                                                    |  |                                         |         |                                |        |  



|* | Individual amounts included in "Other" represent less than 2.5% of the total
|- | ----------------------------------------------------------------------------



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|                          |  |                                         |         |                                |        |  
|------------------------- |  | --------------------------------------- | ------- | ------------------------------ | ------ | -
|Industry of Lessee        |  | Purchase PriceExcludingAcquisition Fees |         | Percentage ofTotalAcquisitions |       
|Transportation, rail      |  | $                                       | 46,265  |                                | 24.66  | %
|Mining                    |  |                                         | 29,823  |                                | 15.90  | %
|Oil & gas                 |  |                                         | 21,302  |                                | 11.36  | %
|Retail, foods             |  |                                         | 11,216  |                                | 5.98   | %
|Food processing           |  |                                         | 9,829   |                                | 5.24   | %
|Construction              |  |                                         | 9,411   |                                | 5.02   | %
|Chemicals                 |  |                                         | 9,075   |                                | 4.84   | %
|Retail, restaurant        |  |                                         | 8,528   |                                | 4.55   | %
|Transportation, other     |  |                                         | 8,311   |                                | 4.43   | %
|Primary metals            |  |                                         | 7,526   |                                | 4.01   | %
|Manufacturing, other      |  |                                         | 6,816   |                                | 3.63   | %
|Manufacturing, auto/truck |  |                                         | 6,690   |                                | 3.57   | %
|Printing                  |  |                                         | 4,708   |                                | 2.51   | %
|Other *                   |  |                                         | 8,090   |                                | 4.30   | %
|                          |  |                                         |         |                                |        |  
|                          |  | $                                       | 187,590 |                                | 100.00 | %
|                          |  |                                         |         |                                |        |  



|* | Individual amounts included in "Other" represent less than 2.5% of the total
|- | ----------------------------------------------------------------------------

Through December 31, 2007, the Partnership has disposed of certain leased assets as set forth below (in thousands):



|                                         |  |                                                 |         |             |   |                              |  |   |        
|---------------------------------------- |  | ----------------------------------------------- | ------- | ----------- | - | ---------------------------- |  | - | -------
|Asset Types                              |  | OriginalEquipment CostExcludingAcquisition Fees |         | Sales Price |   | Excess ofRents OverExpenses*
|Transportation                           |  | $                                               | 70,982  |             | $ | 35,105                       |  | $ | 61,055 
|Mining equipment                         |  |                                                 | 27,998  |             |   | 7,797                        |  |   | 26,376 
|Furniture, fixtures and office equipment |  |                                                 | 22,210  |             |   | 8,315                        |  |   | 18,925 
|Material handling                        |  |                                                 | 13,301  |             |   | 2,802                        |  |   | 14,368 
|Office automation                        |  |                                                 | 4,594   |             |   | 970                          |  |   | 4,814  
|Other                                    |  |                                                 | 23,076  |             |   | 7,613                        |  |   | 26,022 
|                                         |  |                                                 |         |             |   |                              |  |   |        
|                                         |  | $                                               | 162,161 |             | $ | 62,602                       |  | $ | 151,560
|                                         |  |                                                 |         |             |   |                              |  |   |        



|* | Includes only those expenses directly related to the production of the related rents
|- | ------------------------------------------------------------------------------------

For further information regarding the Partnerships equipment lease portfolio as of December 31, 2007, see Note 5 to the financial statements, Investments in equipment and leases, net, as set forth in
Item 7, Financial Statements and Supplementary Data.

The Partnership adopted the provisions of Statement of Financial Accounting Standards
(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. 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. For further information regarding the Partnership geographic revenues and assets and major customers, see Notes 2 and 3 to the financial statements as set forth in Item 7, Financial Statements and
Supplementary Data.



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|Item 2. | PROPERTIES
|------- | ----------

The Partnership does not own or lease any real
property, plant or material physical properties other than the equipment held for lease as set forth in Item 1.



|Item 3. | 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. No material legal proceedings are currently pending against the Partnership or against any of its assets.



|Item 4. | SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
|------- | ---------------------------------------------------

None.



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PART II



|Item 5. | MARKET FOR REGISTRANTS LIMITED PARTNERSHIP UNITS AND RELATED MATTERS
|------- | ---------------------------------------------------------------------

Market Information

There are certain material conditions and restrictions on the transfer of Units imposed by the terms of the
Partnership Agreement. Consequently, there is no public market for Units and it is not anticipated that a public market for Units will develop. In the absence of a public market for the Units, there is no currently ascertainable fair market value
for the Units.

Holders

As of December 31,
2007, a total of 6,759 investors were Unitholders of record in the Partnership.

ERISA Valuation

In order to permit ERISA fiduciaries who hold Units to satisfy their annual reporting requirements, AFS estimated the value per Unit of the Partnerships assets as
of December 31, 2007. AFS calculated the estimated liquidation proceeds that would be realized by the Partnership, assuming an orderly disposition of all of the Partnerships assets as of December 31, 2007. The estimates were based on
the amount of remaining lease payments on existing Partnership leases, and the estimated residual values of the equipment held by the Partnership upon the termination of those leases. This valuation was based solely on AFSs perception of
market conditions and the types and amounts of the Partnerships assets. No independent valuation was sought.

After calculating the aggregate
estimated disposition proceeds, AFS then calculated the portion of the aggregate estimated value of the Partnership assets that would be distributed to Unitholders on liquidation of the Partnership, and divided the total so distributable by the
number of outstanding Units. As of December 31, 2007, the value of the Partnerships assets, calculated on this basis, was approximately $0.83 per Unit. The foregoing valuation was performed solely for the ERISA purposes described above.
There is no market for the Units, and, accordingly, this value does not represent an estimate of the amount a Unitholder would receive if he were to seek to sell his Units. Furthermore, there can be no assurance as to the amount the Partnership may
actually receive if and when it seeks to liquidate its assets or the amount of lease payments and equipment disposition proceeds it will actually receive over the remaining term of the Partnership.

Distributions

The Partnership does not make dividend
distributions. The Limited Partners of the Partnership are entitled to certain distributions as provided under the Partnership Agreement.

AFS has sole
discretion in determining the amount of distributions; provided however that AFS will not reinvest in equipment, but will distribute, subject to payment of any obligations of the Partnership, such available cash from operations and cash from sales
refinancing as may be necessary to cause total distributions to the Limited Partners for each during the Reinvestment Period to equal the following amounts per Unit: $1.05 in 1995 and 1996, $1.10 in 1997 and 1998; and $1.20 in 1999 and 2000. The
Reinvestment Period ended December 31, 2000.

Distributions were paid in January 2007 and 2006 from cash generated from 2006 and 2005 operations,
respectively. The rates were $0.08 and $0.10 per Unit for each of the aforementioned period. In January 2008, distributions in the amount of $0.05 per Unit were paid from cash generated from 2007 operations.



|Item 6. | MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|------- | -------------------------------------------------------------------------------------

Statements contained in this Item 6, Managements Discussion and Analysis of Financial Condition and Results of Operations (MD&A), and elsewhere in this Form 10-KSB, 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 Funds performance is also subject to risks



6



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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-KSB. 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-KSB 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 December 31, 2007, 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.

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. For detailed information on the
Partnerships debt obligations, see Note 7 to the financial statements, Non-recourse debt, as set forth in Item 7, Financial Statements and Supplementary Data.



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Through its term of existence, the Partnership had borrowed $62.5 million of non-recourse debt. As of December 31,
2007, $1.9 million of such non-recourse debt remains unpaid. The Partnerships long-term borrowings are 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.

The Partnership commenced periodic distributions, based on cash flows from operations, beginning with the second quarter of 1993. See
Item 5, Market for Registrants Limited partnership Units and Related Matters, for additional information regarding the distributions. At December 31, 2007, 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

2007 versus 2006

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 $132 thousand, or 10%, for the year ended December 31, 2007 as
compared to 2006. The net increase in cash flow was primarily attributable to improved net operating results as well as increased payments received on accounts receivable offset, in part, by increased payments made against accounts payable and
accrued liabilities, and a decline in unearned rents.

Cash flow benefited from a $466 thousand year over year net improvement in operating results that
was attributable to increased operating lease revenues and net gains on sales of assets combined with a reduction of costs reimbursed to the General Partner. Similarly, the year over year increase in payments received on accounts receivable resulted
in an increase in cash flow totaling $175 thousand.

The aforementioned increases in cash flow was partially offset by decreases of $415 thousand resulting
from increased payments made on accounts payable and accrued liabilities, and $131 thousand resulting from a decline in unearned rents. The decrease in accounts payable reflects 2006 accruals related to maintenance costs incurred during the last
quarter of 2006 that were paid in early 2007, while the decline in unearned rents reflects increased amortization of prepaid rents.

Investing
Activities

Cash provided by investing activities increased by $74 thousand, or 264%, for the year ended December 31, 2007 as compared to 2006. The
net increase in cash flow was a result of a $204 thousand decline in cash used to refurbish railcars partially offset by a $130 thousand decrease 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 2007 as compared to 2006. Proceeds from sales of lease assets decreased primarily due to the year over year decline in lease terminations, as more assets under leases scheduled for
termination were re-leased rather than sold.

Financing Activities

Net cash used in financing activities declined by $260 thousand, or 13%, for the year ended December 31, 2007 as compared to 2006. The decrease in cash used was primarily due to a $311 thousand year over year
decline in distributions paid to Limited Partners offset, in part, by a $51 thousand increase in cash used to repay debt.



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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).

As of December 31, 2007, ninety-five percent (95%) of the Partnerships operating lease assets (as a percentage of total equipment cost) were leased to lessees in the rail transportation industry.

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.

2007 versus 2006

The Partnership had net income of $349 thousand for the year ended December 31, 2007 compared
to a net loss of $117 thousand for the year ended December 31, 2006. The results for 2007 reflect an increase in total revenues combined with a decrease in operating expenses when compared to prior year.

Revenues

Total revenues for 2007 increased by $309 thousand, or 11%,
as compared to 2006. The increase was primarily comprised of $189 thousand more revenues from operating leases and a $126 thousand greater net gains on sales of assets. The increase in revenues from operating leases was attributable to a stronger
market demand during 2007, as compared to 2006, which resulted in higher lease rates on renewing leases. Similarly, the stronger market demand resulted in higher sales proceeds and net gains recognized on assets sold during 2007 as compared to
assets sold during 2006.

Expenses

Total expenses for
2007 declined by $157 thousand, or 5%, as compared to 2006. The net decrease in expenses was primarily a result of decreases in cost reimbursements to AFS and Other expense offset, in part, by increases in depreciation and railcar maintenance
expenses.

Cost reimbursements to AFS and Other expense decreased by $319 thousand and $113 thousand, respectively, during 2007 when compared to 2006. The
decrease in costs reimbursed to AFS was primarily a result of reduced administrative expenses associated with the continued decline in assets under management; while Other expense decreased mainly due to a year over year decline in provision for
doubtful accounts, insurance expense and other administrative expenses.

The aforementioned decreases in expenses were partially offset by increases in
depreciation and railcar maintenance expenses totaling $189 thousand and $99 thousand, respectively. The increase in depreciation expense was primarily a result of adjustments made to the estimated residual values of certain railcars under
fixed-term lease renewals during the year. Maintenance expense increased mostly due to the timing of required repairs in 2007 versus 2006, the aging of the Funds lease asset portfolio, and the impact of inflation on maintenance costs.

Recent Accounting Pronouncements

In December
2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards 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 Statement 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



9



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to expand the use of fair value measurement, which is consistent with the Boards long-term measurement objectives for accounting for financial
instruments. SFAS 159 is effective for the Partnership as of January 1, 2008. The Partnership does not presently anticipate the adoption of SFAS 159 to significantly impact its financial position, results of operations or cash flows.

In September 2006, the FASB issued Statement 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 No. 157 as it pertains to fair value measurements of nonfinancial
assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. The Partnership will adopt SFAS 157 except as it applies to its investment in equipment and leases, and other nonfinancial assets and nonfinancial
liabilities as noted in FSP FAS 157-2. The Fund is in the process of determining the financial impact the partial adoption of SFAS 157 will have on its results of operations and financial position.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes, an interpretation of SFAS 109, Accounting for Income
Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing a minimum recognition threshold a tax position is required to meet
before being recognized in the financial statements. FIN 48 also provides guidance on deregulation, measurement, classification, interest and penalties, accounting in interim periods, disclosure and transition. FIN 48 is effective for fiscal years
beginning after December 15, 2006. The Partnership adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a significant effect on the Partnerships financial position, results of operations or cash
flows.

Critical Accounting Policies and Estimates

The policies discussed below are considered by management of the Partnership to be critical to an understanding of the Partnerships financial statements because their application requires significant complex or subjective judgments,
decisions, or assessments, with financial reporting results relying on estimation about the effect of matters that are inherently uncertain. Specific risks for these critical accounting policies are described in the following paragraphs. The
Partnership also states these accounting policies in the notes to the financial statements and in relevant sections in this discussion and analysis. For all of these policies, management cautions that future events rarely develop exactly as
forecast, and the best estimates routinely require adjustment.

Use of estimates:

The preparation of financial statements in conformity with accounting principles generally accepted in the United States 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 and expected future cash flows used for impairment analysis purposes and determination of provisions for doubtful accounts.

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.

The utilization percentage for leased assets was 100% for each
of the years ended December 31, 2007 and 2006: It has been the Partnerships objective to maintain a 100% utilization rate for all equipment purchased in that year. All equipment transactions were acquired subject to binding lease
commitments.

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 from 36 to 84 months. The difference between rents received and rental revenues recognized is recorded as
unearned operating lease income on the balance sheet.



10



---

Asset valuation:

Recorded values of the Partnerships asset portfolio are periodically reviewed for impairment in accordance with 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 assets and its carrying value on the measurement date.



|Item 7. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|------- | -------------------------------------------

See the Report of
Independent Registered Public Accounting Firm, Financial Statements and Notes to Financial Statements attached hereto at pages 11 through 25.



11



---

REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Partners

ATEL Cash Distribution Fund V, L.P.

We have audited the accompanying balance sheet of ATEL Cash Distribution Fund V, L.P. (Partnership) as of December 31, 2007, and the related statements
of operations, changes in partners capital, and cash flows for each of the years in the two-year period ended December 31, 2007. These financial statements are the responsibility of the Partnerships general partner. Our
responsibility is to express an opinion on these financial statements based on our audits.

We conducted our audits in accordance with the standards of the
Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement. We were not engaged to
perform an audit of the Partnerships internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Partnerships internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the
amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that
our audits provide a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material
respects, the financial position of ATEL Cash Distribution Fund V, L.P. as of December 31, 2007, and the results of its operations and its cash flows for each of the years in the two-year period ended December 31, 2007, in conformity with
U.S. generally accepted accounting principles.



/s/ Moss Adams LLP


San Francisco, California

March 10, 2008



12



---

ATEL CASH DISTRIBUTION FUND V, L.P.

BALANCE SHEET

DECEMBER 31, 2007

(In Thousands)



|                                                                                 |  |   |      
|-------------------------------------------------------------------------------- |  | - | -----
|ASSETS                                                                           |  |   |      
|Cash and cash equivalents                                                        |  | $ | 1,167
|Accounts receivable, net of allowance for doubtful accounts of $ 110             |  |   | 393  
|Prepaid expenses                                                                 |  |   | 4    
|Investments in equipment and leases, net of accumulated depreciation of $ 13,310 |  |   | 7,526
|                                                                                 |  |   |      
|Total assets                                                                     |  | $ | 9,090
|                                                                                 |  |   |      
|LIABILITIES AND PARTNERS CAPITAL                                                |  |   |      
|Accounts payable and accruals:                                                   |  |   |      
|General Partner                                                                  |  | $ | 58   
|Other                                                                            |  |   | 184  
|Accrued interest payable                                                         |  |   | 8    
|Non-recourse debt                                                                |  |   | 1,901
|Unearned operating lease income                                                  |  |   | 32   
|                                                                                 |  |   |      
|Total liabilities                                                                |  |   | 2,183
|                                                                                 |  |   |      
|Commitments and contingencies                                                    |  |   |     
|Partners capital:                                                               |  |   |      
|General Partner                                                                  |  |   | 198  
|Limited Partners                                                                 |  |   | 6,709
|                                                                                 |  |   |      
|Total Partners capital                                                          |  |   | 6,907
|                                                                                 |  |   |      
|Total liabilities and Partners capital                                          |  | $ | 9,090
|                                                                                 |  |   |      

See accompanying notes.



13



---

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF OPERATIONS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(In Thousands Except for Units and Per Unit Data)



|                                                      |  |      |            |      |   |            |  
|----------------------------------------------------- |  | ---- | ---------- | ---- | - | ---------- | -
|                                                      |  | 2007 |            | 2006 |  
|Revenues:                                             |  |      |            |      |   |            |  
|Leasing activities:                                   |  |      |            |      |   |            |  
|Operating leases                                      |  | $    | 3,099      |      | $ | 2,910      |  
|Gain (loss) on sales of assets                        |  |      | 101        |      |   | (25        | )
|Interest income                                       |  |      | 42         |      |   | 47         |  
|Other                                                 |  |      | 6          |      |   | 7          |  
|                                                      |  |      |            |      |   |            |  
|                                                      |  |      | 3,248      |      |   | 2,939      |  
|                                                      |  |      |            |      |   |            |  
|Expenses:                                             |  |      |            |      |   |            |  
|Depreciation of operating lease assets                |  |      | 1,493      |      |   | 1,304      |  
|Cost reimbursements to General Partner                |  |      | 276        |      |   | 595        |  
|Professional fees                                     |  |      | 137        |      |   | 194        |  
|Railcar maintenance                                   |  |      | 399        |      |   | 300        |  
|Interest expense                                      |  |      | 114        |      |   | 150        |  
|Equipment and incentive management fees to            |  |      |            |      |   |            |  
|General Partner                                       |  |      | 153        |      |   | 112        |  
|Other management fees                                 |  |      | 104        |      |   | 89         |  
|Outside services                                      |  |      | 176        |      |   | 152        |  
|Other                                                 |  |      | 47         |      |   | 160        |  
|                                                      |  |      |            |      |   |            |  
|                                                      |  |      | 2,899      |      |   | 3,056      |  
|                                                      |  |      |            |      |   |            |  
|Net income (loss)                                     |  | $    | 349        |      | $ | (117       | )
|                                                      |  |      |            |      |   |            |  
|Net income (loss):                                    |  |      |            |      |   |            |  
|General Partner                                       |  | $    | 3          |      | $ | (1         | )
|Limited Partners                                      |  |      | 346        |      |   | (116       | )
|                                                      |  |      |            |      |   |            |  
|                                                      |  | $    | 349        |      | $ | (117       | )
|                                                      |  |      |            |      |   |            |  
|Net income (loss) income per Limited Partnership Unit |  | $    | 0.03       |      | $ | (0.01      | )
|Weighted average number of Units outstanding          |  |      | 12,471,600 |      |   | 12,471,600 |  

See accompanying notes.



14



---

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENT OF CHANGES IN PARTNERS CAPITAL

TWO YEARS ENDED DECEMBER 31,
2007

(In Thousands Except for Units and Per Unit Data)



|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|-------------------------------------------------- |  | ---------------- |  | ------ | -------------- | - |  | ----- | --- | - |  | - | ------ | -
|                                                   |  | Limited Partners |  |        | GeneralPartner |   |  | Total |    
|                                                   |  | Units            |  | Amount |                |   | 
|Balance December 31, 2005                          |  | 12,471,600       |  | $      | 8,660          |   |  | $     | 196 |   |  | $ | 8,856  |  
|Distributions to Limited Partners ($0.10 per Unit) |  |                 |  |        | (1,246         | ) |  |       |    |   |  |   | (1,246 | )
|Net loss                                           |  |                 |  |        | (116           | ) |  |       | (1  | ) |  |   | (117   | )
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  
|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  |  
|                                                   |  |                  |  |        |                |   |  |       |     |   |  |   |        |  

See accompanying notes.



15



---

ATEL CASH DISTRIBUTION FUND V, L.P.

STATEMENTS OF CASH FLOWS

YEARS ENDED DECEMBER 31, 2007 AND 2006

(In Thousands)



|                                                                                    |  |      |        |   |      |   |        |  
|----------------------------------------------------------------------------------- |  | ---- | ------ | - | ---- | - | ------ | -
|                                                                                    |  | 2007 |        |   | 2006 |  
|Operating activities:                                                               |  |      |        |   |      |   |        |  
|Net income (loss)                                                                   |  | $    | 349    |   |      | $ | (117   | )
|Adjustment to reconcile net income (loss) to cash provided by operating activities: |  |      |        |   |      |   |        |  
|Depreciation of operating lease assets                                              |  |      | 1,493  |   |      |   | 1,304  |  
|(Gain) loss on sales of assets                                                      |  |      | (101   | ) |      |   | 25     |  
|Provision for (reversal of provision for) doubtful accounts                         |  |      | (29    | ) |      |   | 27     |  
|Changes in operating assets and liabilities:                                        |  |      |        |   |      |   |        |  
|Accounts receivable                                                                 |  |      | (15    | ) |      |   | (190   | )
|Prepaid expenses                                                                    |  |      | 36     |   |      |   | 6      |  
|Accounts payable and accruals:                                                      |  |      |        |   |      |   |        |  
|General Partner                                                                     |  |      | (26    | ) |      |   | (47    | )
|Affiliates                                                                          |  |      | (72    | ) |      |   | 72     |  
|Other                                                                               |  |      | (163   | ) |      |   | 129    |  
|Accrued interest payable                                                            |  |      | (3     | ) |      |   | (3     | )
|Unearned operating lease income                                                     |  |      | (63    | ) |      |   | 68     |  
|                                                                                    |  |      |        |   |      |   |        |  
|Net cash provided by operating activities                                           |  |      | 1,406  |   |      |   | 1,274  |  
|                                                                                    |  |      |        |   |      |   |        |  
|Investing activities:                                                               |  |      |        |   |      |   |        |  
|Proceeds from sales of lease assets                                                 |  |      | 174    |   |      |   | 304    |  
|Improvements of equipment on operating leases                                       |  |      | (72    | ) |      |   | (276   | )
|                                                                                    |  |      |        |   |      |   |        |  
|Net cash provided by investing activities                                           |  |      | 102    |   |      |   | 28     |  
|                                                                                    |  |      |        |   |      |   |        |  
|Financing activities:                                                               |  |      |        |   |      |   |        |  
|Repayments of non-recourse debt                                                     |  |      | (743   | ) |      |   | (692   | )
|Distributions to Limited Partners                                                   |  |      | (935   | ) |      |   | (1,246 | )
|                                                                                    |  |      |        |   |      |   |        |  
|Net cash used in financing activities                                               |  |      | (1,678 | ) |      |   | (1,938 | )
|                                                                                    |  |      |        |   |      |   |        |  
|Net decrease in cash and cash equivalents                                           |  |      | (170   | ) |      |   | (636   | )
|Cash and cash equivalents at beginning of year                                      |  |      | 1,337  |   |      |   | 1,973  |  
|                                                                                    |  |      |        |   |      |   |        |  
|Cash and cash equivalents at end of year                                            |  | $    | 1,167  |   |      | $ | 1,337  |  
|                                                                                    |  |      |        |   |      |   |        |  
|Supplemental disclosures of cash flow information:                                  |  |      |        |   |      |   |        |  
|Cash paid during the year for taxes                                                 |  | $    | 8      |   |      | $ | 29     |  
|                                                                                    |  |      |        |   |      |   |        |  
|Cash paid during the year for interest                                              |  | $    | 118    |   |      | $ | 153    |  
|                                                                                    |  |      |        |   |      |   |        |  

See accompanying notes.



16



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

1. Organization and Limited Partnership matters:

ATEL Cash Distribution Fund V, L.P. (the Partnership) 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 December 31, 2007, 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 December 31, 2007, the Partnership is in the final stages of its liquidation phase as defined in the Partnership Agreement.

2. Summary of significant accounting policies:

Basis of presentation:

The accompanying balance sheet as of December 31, 2007, and the related statements of operations, changes in partners capital and cash flows for each of the
two years in the period ended December 31, 2007 have been prepared in accordance with accounting principles generally accepted in the Unites States (GAAP). 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 accounting principles generally accepted in the United States 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 and 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 ninety days or less.



17



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

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. 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 from 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.

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 Partnership. 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;



18



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

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 seeks leasing opportunities are the 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:

Pursuant to the provisions of Section 701 of the Internal Revenue Code, a partnership is not subject to federal income taxes. All income and losses of the
Partnership are the liability of the individual partners and are allocated to the partners for inclusion in their individual tax returns. Accordingly, the Partnership has provided current income and franchise taxes for only those states which levy
taxes on partnerships. Interest and penalties on such taxes are considered to be insignificant. For the years ended December 31, 2007 and 2006 income taxes and franchise taxes totaled $8 thousand and $19 thousand, respectively.

The tax bases of the Partnerships net assets and liabilities vary from the amounts presented in these financial statements at December 31, 2007 (in
thousands):



|                                        |  |   |         |  
|--------------------------------------- |  | - | ------- | -
|Financial statement basis of net assets |  | $ | 6,907   |  
|Tax basis of net assets (unaudited)     |  |   | 17,310  |  
|                                        |  |   |         |  
|Difference (unaudited)                  |  | $ | (10,403 | )
|                                        |  |   |         |  

The primary differences between the tax basis of the net assets and the amounts recorded in the financial
statements are the result of differences in the adjustments related to lease revenues and accounting for depreciation methods used in the financial statements and the Partnerships tax returns.

The following reconciles the net income (loss) reported in these financial statements to the net income reported on the Partnerships federal tax return (unaudited)
for each of the years ended December 31 (in thousands):



|                                              |  |      |      |   |      |   |      |  
|--------------------------------------------- |  | ---- | ---- | - | ---- | - | ---- | -
|                                              |  | 2007 |      |   | 2006 |  
|Net income (loss) per financial statements    |  | $    | 349  |   |      | $ | (117 | )
|Tax adjustments (unaudited):                  |  |      |      |   |      |   |      |  
|Adjustment to depreciation expense            |  |      | 953  |   |      |   | 590  |  
|Provision for losses and doubtful accounts    |  |      | (29  | ) |      |   | 27   |  
|Adjustments to lease revenues                 |  |      | (230 | ) |      |   | (111 | )
|Gain on sale of assets                        |  |      | 71   |   |      |   | 329  |  
|Other                                         |  |      | (144 | ) |      |   | 204  |  
|                                              |  |      |      |   |      |   |      |  
|Net income per federal tax return (unaudited) |  | $    | 970  |   |      | $ | 922  |  
|                                              |  |      |      |   |      |   |      |  



19



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

2. Summary of significant accounting policies (continued):

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 December 2007, the Financial Accounting Standards Board (FASB) issued Statement of Financial Accounting Standards 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 Statement 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. SFAS 159 is effective for the Partnership as of January 1, 2008. The Partnership does not presently anticipate the
adoption of SFAS 159 to significantly impact its financial position, results of operations or cash flows.

In September 2006, the FASB issued Statement
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 No. 157 as it pertains to fair value measurements of nonfinancial assets and nonfinancial liabilities until fiscal years beginning after November 15, 2008. The Partnership will adopt SFAS 157 except
as it applies to its investment in equipment and leases, and other nonfinancial assets and nonfinancial liabilities as noted in FSP FAS 157-2. The Fund is in the process of determining the financial impact the partial adoption of SFAS 157
will have on its results of operations and financial position.

In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty
in Income Taxes, an interpretation of SFAS 109, Accounting for Income Taxes (FIN 48), to create a single model to address accounting for uncertainty in tax positions. FIN 48 clarifies the accounting for income taxes by prescribing
a minimum recognition threshold a tax position is required to meet before being recognized in the financial statements. FIN 48 also provides guidance on deregulation, measurement, classification, interest and penalties, accounting in interim
periods, disclosure and transition. FIN 48 is effective for fiscal years beginning after December 15, 2006. The Partnership adopted the provisions of FIN 48 on January 1, 2007. The adoption of FIN 48 did not have a significant effect on
the Partnerships financial position, results of operations or cash flows.

3. Concentration of credit risk and major customers:

The Partnership has leased equipment to lessees in diversified industries. Leases are subject to AFSs credit committee review. The leases provide for the return of
the equipment upon default.

The Partnership is no longer acquiring equipment. As assets have been sold upon maturity of the related leases, concentrations
have arisen in certain industries due to the decreasing number of remaining leases and assets.



20



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

3. Concentration of credit risk and major customers
(continued):

As of December 31, 2007, 95% of the Partnerships operating lease assets (as a percentage of total equipment cost) were leased
to lessees in the rail transportation industry.

During 2007, three customers comprised 68% of the Partnerships revenues from leases. During 2006,
four customers comprised 75% of the Partnerships revenues from leases.

4. Allowance for doubtful accounts:

Activities on the allowance for doubtful accounts are as follows (in thousands):



|                          |  |                               |     |  
|------------------------- |  | ----------------------------- | --- | -
|                          |  | Allowance fordoubtfulaccounts |    
|Balance January 1, 2006   |  | $                             | 111 |  
|Provision                 |  |                               | 27  |  
|                          |  |                               |     |  
|Balance December 31, 2006 |  |                               | 138 |  
|Adjustments to provision  |  |                               | (28 | )
|                          |  |                               |     |  
|Balance December 31, 2007 |  | $                             | 110 |  
|                          |  |                               |     |  

5. Investments in equipment and leases, net:

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



|                                                                                              |  |                         |       |                                            |   |    |                                                          |  |   |                         |   |  |   |      
|--------------------------------------------------------------------------------------------- |  | ----------------------- | ----- | ------------------------------------------ | - | -- | -------------------------------------------------------- |  | - | ----------------------- | - |  | - | -----
|                                                                                              |  | BalanceDecember 31,2006 |       | Reclassifications& Additions /Dispositions |   |    | Depreciation/AmortizationExpense orAmortizationof Leases |  |   | BalanceDecember 31,2007
|Net investment in operating leases                                                            |  | $                       | 9,001 |                                            | $ | 6  |                                                          |  | $ | (1,490                  | ) |  | $ | 7,517
|Assets held for sale or lease, net of accumulated depreciation of $26 in 2007 and $52 in 2006 |  |                         | 19    |                                            |   | (7 | )                                                        |  |   | (3                      | ) |  |   | 9    
|                                                                                              |  |                         |       |                                            |   |    |                                                          |  |   |                         |   |  |   |      
|Total                                                                                         |  | $                       | 9,020 |                                            | $ | (1 | )                                                        |  | $ | (1,493                  | ) |  | $ | 7,526
|                                                                                              |  |                         |       |                                            |   |    |                                                          |  |   |                         |   |  |   |      

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 lease or sale. As a result of these reviews, management determined that no
impairment losses existed in either 2007 or 2006. Depreciation expense on property subject to operating leases and property held for lease or sale was $1.5 million and $1.3 million for 2007 and 2006, respectively.

All of equipment on lease was acquired in the years 1993 through 2004.

Operating leases:

Investment in operating lease equipment, net consists of the following (in thousands):



|                              |  |                         |         |   |           |   |        |                                  |  |   |                         |   |  |   |         |  
|----------------------------- |  | ----------------------- | ------- | - | --------- | - | ------ | -------------------------------- |  | - | ----------------------- | - |  | - | ------- | -
|                              |  | BalanceDecember 31,2006 |         |   | Additions |   |        | Reclassificationsor Dispositions |  |   | BalanceDecember 31,2007 |  
|Transportation, rail          |  | $                       | 20,185  |   |           | $ | 72     |                                  |  | $ | (104                    | ) |  | $ | 20,153  |  
|Containers                    |  |                         | 874     |   |           |   |       |                                  |  |   | (226                    | ) |  |   | 648     |  
|                              |  |                         |         |   |           |   |        |                                  |  |   |                         |   |  |   |         |  
|                              |  |                         | 21,059  |   |           |   | 72     |                                  |  |   | (330                    | ) |  |   | 20,801  |  
|Less accumulated depreciation |  |                         | (12,058 | ) |           |   | (1,490 | )                                |  |   | 264                     |   |  |   | (13,284 | )
|                              |  |                         |         |   |           |   |        |                                  |  |   |                         |   |  |   |         |  
|Total                         |  | $                       | 9,001   |   |           | $ | (1,418 | )                                |  | $ | (66                     | ) |  | $ | 7,517   |  
|                              |  |                         |         |   |           |   |        |                                  |  |   |                         |   |  |   |         |  



21



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

5. Investments in equipment and leases, net (continued):

At December 31, 2007, the aggregate amounts of future minimum lease payments under operating leases are as follows (in thousands):



|                              |  |                 |      
|----------------------------- |  | --------------- | -----
|                              |  | OperatingLeases
|Year ending December 31, 2008 |  | $               | 2,825
|2009                          |  |                 | 2,420
|2010                          |  |                 | 1,504
|2011                          |  |                 | 675  
|2012                          |  |                 | 158  
|                              |  |                 |      
|                              |  | $               | 7,582
|                              |  |                 |      

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     

6. 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.



22



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ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

6. Related party transactions (continued):

AFS and/or affiliates earned fees, commissions and reimbursements pursuant to the Partnership Agreement as follows during the year ended December 31, 2007 and 2006
(in thousands):



|                                                           |  |      |     |      |   |    
|---------------------------------------------------------- |  | ---- | --- | ---- | - | ---
|                                                           |  | 2007 |     | 2006
|Cost reimbursements to General Partner                     |  | $    | 276 |      | $ | 595
|Equipment and incentive management fees to General Partner |  |      | 153 |      |   | 112
|                                                           |  |      |     |      |   |    
|                                                           |  | $    | 429 |      | $ | 707
|                                                           |  |      |     |      |   |    

7. Non-recourse debt:

At December 31, 2007, 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 December 31, 2007, the carrying value of the pledged assets is approximately $2.5 million. The note matures in 2010.

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



|                             |  |           |       |          |   |       |  |   |      
|---------------------------- |  | --------- | ----- | -------- | - | ----- |  | - | -----
|                             |  | Principal |       | Interest |   | Total
|Year ended December 31, 2008 |  | $         | 759   |          | $ | 78    |  | $ | 837  
|2009                         |  |           | 798   |          |   | 39    |  |   | 837  
|2010                         |  |           | 344   |          |   | 4     |  |   | 348  
|                             |  |           |       |          |   |       |  |   |      
|                             |  | $         | 1,901 |          | $ | 121   |  | $ | 2,022
|                             |  |           |       |          |   |       |  |   |      

8. Commitments:

At December 31, 2007, the Partnership had no commitments to purchase lease assets.

9. 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



23



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS

9. Guarantees (continued):

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.

10. Partners capital:

As of December 31, 2007, 12,471,600
Units were issued and outstanding (including the Units issued to the Initial Limited Partners). The Partnership was authorized to issue up to 12,500,000 Units of Limited Partnership interest in addition to those issued to the Initial Limited
Partners.

As defined in the Partnership Agreement, the Partnerships Net Profits, Net Losses, and Distributions 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 Limited Partners were as follows (in thousands except Units and per Unit data):



|                                             |  |      |            |      |   |           
|-------------------------------------------- |  | ---- | ---------- | ---- | - | ----------
|                                             |  | 2007 |            | 2006
|Distributions declared                       |  | $    | 935        |      | $ | 1,246     
|Weighted average number of Units outstanding |  |      | 12,471,600 |      |   | 12,471,600
|                                             |  |      |            |      |   |           
|Weighted average distributions per Unit      |  | $    | 0.08       |      | $ | 0.10      
|                                             |  |      |            |      |   |           

11. Fair value of financial instruments:

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

The Partnership has determined the estimated fair value amounts by using
market information and valuation methodologies that it considers appropriate. 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. For all of
these reasons, the aggregation of the fair values presented herein does not represent, and should not be construed to represent, their underlying value.



24



---

ATEL CASH DISTRIBUTION FUND V, L.P.

NOTES TO FINANCIAL STATEMENTS



11. Fair value of financial instruments (continued):

Cash and cash equivalents, and other liquid accounts:

The recorded amounts of the Partnerships cash and cash equivalents, accounts receivable, accounts payable and accruals at December 31, 2007 approximate fair
value because of the liquidity and short-term maturity of these instruments.

Non-recourse debt:

The fair value of the Partnerships non-recourse debt is estimated using discounted cash flow analysis, based upon an estimate of the Partnerships current
incremental borrowing rates for similar types of borrowing arrangements. The estimated fair value of the Partnerships non-recourse debt at December 31, 2007 is as follows (in thousands):



|                  |  |                |       |                     |   |      
|----------------- |  | -------------- | ----- | ------------------- | - | -----
|                  |  | CarryingAmount |       | EstimatedFair Value
|Non-recourse debt |  | $              | 1,901 |                     | $ | 1,927



25



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|Item 8. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURES
|------- | -------------------------------------------------------------------------------------

None.



|Item 8A. | 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 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.

Managements Report on Internal Control over Financial Reporting

The Management of the General Partner is responsible for establishing and maintaining adequate internal control over financial reporting as that term is defined in
Exchange Act Rule 13a-15(f) for the Partnership, and for performing an assessment of the effectiveness of internal control over financial reporting as of December 31, 2007. The internal control process of the General Partner, as is applicable
to the Partnership, was designed to provide reasonable assurance to Management regarding the preparation and fair presentation of published financial statements, and includes those policies and procedures that:



| | (1) | Provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles in
the United States, and that the Partnerships receipts and expenditures are being made only in accordance with authorization of the Management of the General Partner; and
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



| | (2) | Provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Partnerships assets that could have a material
effect on the financial statements.
| | --- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------

All internal control processes, no matter how well designed, have inherent limitations. Therefore, even
those processes determined to be effective can provide only reasonable assurance with respect to the reliability of financial statement preparation and presentation. Further, because of changes in conditions, the effectiveness of internal control
may vary over time.

Management of the General Partner assessed the effectiveness of its internal control over financial reporting, as is applicable to the
Partnership, as of December 31, 2007. In making this assessment, it used the criteria set forth in Internal Control  Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based
on its assessment, Management of the General Partner concluded that the General Partners internal control over financial reporting, as is applicable to the Partnership, was effective as of December 31, 2007.

The Partnership is a non-accelerated filer for the 2007 fiscal year. Accordingly, the Partnerships independent registered public accounting firm is not
currently required to issue an audit report on the Partnerships internal control over financial reporting.

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 December 31, 2007 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.



26



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PART III



|Item 9. | DIRECTORS AND EXECUTIVE OFFICERS
|------- | --------------------------------

The registrant is a Limited
Partnership and, therefore, has no officers or directors.

All of the outstanding capital stock of ATEL Financial Services, LLC (the General Partner) is
held by ATEL Capital Group (ACG), a holding Partnership formed to control ATEL and affiliated companies. The outstanding voting capital stock of ATEL Capital Group is owned 100% by Dean L. Cash.

Each of ATEL Leasing Corporation (ALC), ATEL Equipment Corporation (AEC), ATEL Investor Services (AIS) and ATEL Financial Services,
LLC (AFS) is a subsidiary under the control of ATEL Capital Group and performs services for the Partnership. Acquisition services were 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. ATEL Securities Corporation (ASC) is a wholly-owned
subsidiary of AFS which performed distribution services in connection with the Partnerships public offering of its Units.

The officers and directors
of ATEL Capital Group and its affiliates are as follows:



|                   |  |                                                                                                                                   
|------------------ |  | ----------------------------------------------------------------------------------------------------------------------------------
|Dean L. Cash       |  | President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)                                           
|                   | 
|Paritosh K. Choksi |  | Executive Vice President and Chief Financial Officer and Chief Operating Officer of ATEL Financial Services, LLC (General Partner)
|                   | 
|Vasco H. Morais    |  | Executive Vice President, Secretary and General Counsel of ATEL Financial Services, LLC (General Partner)                         

Dean L. Cash, age 57, joined ATEL as director of marketing in 1980 and has been a vice president since 1981,
executive vice president since 1983 and a director since 1984. He has been President and CEO since April 2001. Prior to joining ATEL, Mr. Cash was a senior marketing representative for Martin Marietta Corporation, data systems division, from
1979 to 1980. From 1977 to 1979, he was employed by General Electric Corporation, where he was an applications specialist in the medical systems division and a marketing representative in the information services division. Mr. Cash was a
systems engineer with Electronic Data Systems from 1975 to 1977, and was involved in maintaining and developing software for commercial applications. Mr. Cash received a B.S. degree in psychology and mathematics in 1972 and an M.B.A. degree
with a concentration in finance in 1975 from Florida State University. Mr. Cash is an arbitrator with the American Arbitration Association.

Paritosh
K. Choksi, age 54, joined ATEL in 1999 as a director, senior vice president and its chief financial officer. He became its executive vice president and CFO/COO in April 2001. Prior to joining ATEL, Mr. Choksi was chief financial officer at Wink
Communications, Inc. from 1997 to 1999. From 1977 to 1997, Mr. Choksi was with Phoenix American Incorporated, a financial services and management Partnership, where he held various positions during his tenure, and was senior vice president,
chief financial officer and director when he left the Partnership. Mr. Choksi was involved in all corporate matters at Phoenix and was responsible for Phoenixs capital market needs. He also served on the credit committee overseeing all
corporate investments, including its venture lease portfolio. Mr. Choksi was a part of the executive management team which caused Phoenixs portfolio to increase from $50 million in assets to over $2 billion. Mr. Choksi received a
bachelor of technology degree in mechanical engineering from the Indian Institute of Technology, Bombay; and an M.B.A. degree from the University of California, Berkeley.

Vasco H. Morais, age 49, joined ATEL in 1989 as general counsel to provide legal support in the drafting and reviewing of lease documentation, advising on general corporate law matters, and assisting on securities law
issues. From 1986 to 1989, Mr. Morais was employed by the BankAmeriLease Companies, Bank of Americas equipment leasing subsidiaries, providing in-house legal support on the documentation of tax-oriented and non-tax oriented direct and
leveraged lease transactions, vendor leasing programs and general corporate matters. Prior to the BankAmeriLease Companies, Mr. Morais was with the Consolidated Capital Companies in the corporate and securities legal department involved in
drafting and reviewing contracts, advising on corporate law matters and securities law issues. Mr. Morais received a B.A. degree in 1982 from the University of California in Berkeley, a J.D. degree in 1986 from Golden Gate University Law School
and an M.B.A. (Finance) in 1997 from Golden Gate University. Mr. Morais has been an active member of the State Bar of California since 1986.



27



---

Audit Committee

ATEL Leasing Corporation is the managing member of ATEL Financial Services, LLC. ATEL Financial Services, LLC is the General Partner of the registrant. The board of directors of ATEL Leasing Corporation acts as the audit committee of the
registrant. Dean L. Cash and Paritosh K. Choksi are members of the board of directors of ALC and are deemed to be financial experts. They are not independent of the Partnership.

Section 16(a) Beneficial Ownership Reporting Compliance

Based solely on a review of Forms 3, 4 and 5,
the Partnership is not aware of any failures to file reports of beneficial ownership required to be filed during or for the year ended December 31, 2007.

Code of Ethics

A Code of Ethics that is applicable to the Partnership, including the Chief Executive Officer and Chief Financial
Officer and Chief Operating Officer of its General Partner, ATEL Financial Services, LLC, or persons acting in such capacity on behalf of the Partnership, is included as Exhibit 14.1 to this report.



|Item 10. | EXECUTIVE COMPENSATION
|-------- | ----------------------

The registrant is a Limited Partnership
and, therefore, has no officers or directors.

Set forth hereinafter is a description of the nature of remuneration paid and to be paid to AFS and its
Affiliates. The amount of such remuneration paid for the years ended December 31, 2007 and 2006 is set forth in Item 7 of this report under the caption Financial Statements and Supplementary Data  Notes to the Financial
Statements  Related party transactions, at Note 6 thereof, which information is hereby incorporated by reference.

Acquisition Fees

Acquisition fees were paid to AFS for services rendered in finding, reviewing and evaluating equipment to be purchased by the Partnership and
rejecting equipment not to be purchased by the Partnership. The total amount of acquisition fees to be paid to AFS or their Affiliates was not to exceed 3.5% of the aggregate purchase price of equipment acquired, not to exceed approximately 4.75% of
the Gross Proceeds of the Offering.

The maximum amount of such fees to be paid was $5.9 million, all of which had been paid as of December 31, 1996.
No such fees have been paid subsequent to that date.

Equipment Management Fees

As compensation for its services rendered generally in managing or supervising the management of the Partnerships equipment and in supervising other ongoing services and activities including, among others,
arranging for necessary maintenance and repair of equipment, collecting revenue, paying operating expenses, determining the equipment is being used in accordance with all operative contractual arrangements, property and sales tax monitoring and
preparation of financial data, AFS or its affiliates are entitled to receive management fees which are payable for each fiscal quarter and are to be in an amount equal to (i) 5% of the gross lease revenues from operating leases and
(ii) 2% of gross lease revenues from full payout leases which contain net lease provisions. See Note 6 to the financial statements included at Item 7, Financial Statements and Supplementary Data, of this report for amounts
paid.

Incentive Management Fees

As
compensation for its services rendered in establishing and maintaining the composition of the Partnerships equipment portfolio and its acquisition and debt strategies and supervising fund administration including supervising the preparation of
reports and maintenance of financial and operating data of the Partnership, Securities and Exchange Commission and Internal Revenue Service filings, returns and reports, AFS is entitled to receive the Partnership management fee which shall be
payable for each fiscal quarter and shall be an amount equal to 5% of distributions of cash from operations until such time as the Limited Partners have received aggregate distributions of cash from operations in an amount equal to their original
invested capital plus a 10% per annum return on their average adjusted invested capital (as defined in the



28



---

Partnership Agreement). Thereafter, the incentive management fee shall be 15% of all distributions of cash from operations, sales or refinancing. See Note 6
to the financial statements included at Item 7, Financial Statements and Supplementary Data, of this report for amounts paid.

Equipment Resale
Fees

As compensation for services rendered in connection with the sale of equipment, AFS is entitled to receive an amount equal to the lesser of
(i) 3% of the sales price of the equipment, or (ii) one-half the normal competitive equipment sales commission charged by unaffiliated parties for such services. Such fee is payable only after the Limited Partners have received a return of
their adjusted invested capital (as defined in the Partnership Agreement) plus 10% of their adjusted invested capital per annum calculated on a cumulative basis, compounded daily, commencing the last day of the quarter in which the limited partner
was admitted to the Partnership. To date, none have been accrued or paid.

Equipment Re-lease Fee

As compensation for providing re-leasing services, AFS is entitled to receive fees equal to 2% of the gross rentals or the comparable competitive rate for such services
relating to comparable equipment, whichever is less, derived from the re-lease provided that (i) AFS or their affiliates have and will maintain adequate staff to render such services to the Partnership, (ii) no such re-lease fee is payable
in connection with the re-lease of equipment to a previous lessee or its affiliates, (iii) AFS or its affiliates have rendered substantial re-leasing services in connection with such re-lease and (iv) AFS or its affiliates are compensated
for rendering equipment management services.

General Partners Interest in Operating Proceeds

Net income, net loss and investment tax credits are allocated 99% to the Limited Partners and 1% to AFS. See the statements of operations included in Item 7,
Financial Statements and Supplementary Data, of this report for the amounts allocated to the General and Limited Partners in 2007 and 2006.



|Item 11. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
|-------- | --------------------------------------------------------------

Security Ownership of Certain Beneficial Owners

At December 31, 2007, no investor is known to hold beneficially more than 5% of
the issued and outstanding Units.

Security Ownership of Management

The parent of AFS is the beneficial owner of Limited Partnership Units as follows:



|                          |  |                                        |  |                                             |  |                    |  
|------------------------- |  | -------------------------------------- |  | ------------------------------------------- |  | ------------------ | -
|(1)Title of Class         |  | (2)Name and Address ofBeneficial Owner |  | (3)Amount and Nature ofBeneficial Ownership |  | (4)Percent ofClass |  
|Limited Partnership Units |  | Dean Cash                              |  | Initial Limited Partner Units               |  | 0.0002             | %
|                          |  |                                        | 
|                          |  | 600 California Street, 6th Floor       |  | 25 Units ($250)                             |  |                    |  
|                          |  |                                        | 
|                          |  | San Francisco, CA 94108                |  | (owned by wife)                             |  |                    |  

Changes in Control

The Limited Partners have the right, by vote of the Limited Partners owning more than 50% of the outstanding limited Partnership units, to remove a General Partner.

AFS may at any time call a meeting of the Limited Partners or a vote of the Limited Partners without a meeting, on matters on which they are entitled to vote, and shall
call such meeting or for vote without a meeting following receipt of a written request therefore of Limited Partners holding 10% or more of the total outstanding Limited Partnership units.



29



---

|Item 12. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
|-------- | ----------------------------------------------

The responses to
Item 1 of this report under the caption Equipment Leasing Activities, Item 7 of this report under the caption Financial Statements and Supplemental DataNotes to the Financial StatementsRelated party
transactions at Note 6 thereof, and Item 11 of this report under the caption Executive Compensation, are hereby incorporated by reference.



|Item 13. | EXHIBITS
|-------- | --------



|(a) | Exhibits
|--- | --------



|              |  |                                                                               |  |                                                        
|------------- |  | ----------------------------------------------------------------------------- |  | -------------------------------------------------------
|ExhibitNumber |  | Description                                                                   |  | Reference toPrior Filing orExhibit NumberAttachedHereto
|              |  |                                                                              
|3             |  | Articles of Incorporation Bylaws                                              |  | 3a                                                     
|4             |  | Instruments defining the rights of security holders, including indentures     |  | 3a                                                     
|14            |  | Code of Ethics                                                                |  | 14.1                                                   
|31            |  | Certification of Dean L. Cash pursuant to Rules 13a-14(a) and 15d-14(a)       |  | 31.1                                                   
|31            |  | Certification of Paritosh K. Choksi pursuant to Rules 13a-14(a) and 15d-14(a) |  | 31.2                                                   
|32            |  | Certification of Dean L. Cash pursuant to 18 U.S.C. section 1350              |  | 32.1                                                   
|32            |  | Certification of Paritosh K. Choksi pursuant to 18 U.S.C. section 1350        |  | 32.2                                                   



|3a | Agreement of Limited Partnership, included as exhibit B to the Prospectus filed as exhibit 28.1 to the Registrants Annual Report on Form 10-K for the year ended
December 31, 1993 (File No. 33-53162), is hereby incorporated herein by reference.
|-- | ----------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------------



|Item 14. | PRINCIPAL ACCOUNTING FEES AND SERVICES
|-------- | --------------------------------------

During the most recent two
years, the Partnership incurred audit fees with its principal auditors as follows (in thousands):



|           |  |      |    |      |   |   
|---------- |  | ---- | -- | ---- | - | --
|           |  | 2007 |    | 2006
|Audit fees |  | $    | 24 |      | $ | 23
|           |  |      |    |      |   |   
|           |  | $    | 24 |      | $ | 23
|           |  |      |    |      |   |   

Audit fees consist of the aggregate fees and expenses billed in connection with the audit of the
Partnerships annual financial statements (including activities relating to the evaluation of its internal control over financial reporting under Section 404 of the Sarbanes-Oxley Act) and the review of the financial statements included in
the Partnerships quarterly reports on Form 10-Q.

ATEL Leasing Corporation is the managing member of ATEL Financial Services, LLC. ATEL Financial
Services LLC is the General Partner of the registrant. The board of directors of ATEL Leasing Corporation acts as the audit committee of the registrant. Engagements for audit services, audit related services and tax services are approved in advance
by the Chief Financial Officer of ATEL Leasing Corporation acting on behalf of the board of directors of ATEL Leasing Corporation in its role as the audit committee of the Partnership.



30



---

SIGNATURES

Pursuant to the requirements of Section 13 or 15(d) 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: March 10, 2008

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)


Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by
the persons in the capacities and on the dates indicated.



|                                          |  |                                                                                                                                    |  |               
|----------------------------------------- |  | ---------------------------------------------------------------------------------------------------------------------------------- |  | --------------
|SIGNATURE                                 |  | CAPACITIES                                                                                                                         |  | DATE          
|                                          |  |                                                                                                                                   
|/s/ Dean L. Cash Dean L. Cash             |  | President and Chief Executive Officer of ATEL Financial Services, LLC (General Partner)                                            |  | March 10, 2008
|                                          |  |                                                                                                                                   
|/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) |  | March 10, 2008

No proxy materials have been or will be sent to security holders. An annual report will be furnished to security
holders subsequent to the filing of this report on Form 10-KSB, and copies thereof will be furnished supplementally to the Commission when forwarded to the security holders.



31