UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, ~~D.C.~~DC 20549

FORM 8-K

~~CURRENT~~Current ~~REPORT PURSUANT~~Report TOPursuant ~~SECTION~~to Section 13 ORor 15(d) OF ~~THE~~of ~~SECURITIES~~the ~~EXCHANGE~~Securities ~~ACT~~Exchange OFAct of 1934

Date of Report (Date of ~~Earliest~~earliest ~~Event~~event ~~Reported~~reported): ~~May~~June 2320, ~~2002~~2003

NTS-PROPERTIES V, ~~LTD.~~ A ~~Maryland~~MARYLAND ~~Limited~~LIMITED ~~Partnership~~PARTNERSHIP (Exact ~~name~~Name of ~~registrant~~Registrant as ~~specified~~Specified in its ~~charter~~Charter)

MARYLAND (State or other jurisdiction incorporation)

0-13400		61-1051452
(Commission File Number)		(I.R.S. Employer Identification No.)

10172 Linn Station Road,
Louisville, Kentucky 40223
(Address of Principal Executive Offices)

~~10172~~(502) ~~Linn Station Road, Louisville, Kentucky 40223~~426-4800 (~~Address~~Registrant's ofTelephone ~~principal~~Number, ~~executive~~Including ~~offices~~Area Code)

~~Registrant's~~(Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~if ~~area~~Changed ~~code:(502)~~Since ~~426-4800~~Last Report)

ITEM 9. Regulation FD Disclosure.

~~Item~~ The 4general partners of NTS-Properties III, NTS-Properties IV, NTS-Properties ~~Changes~~V, NTS-Properties VI and NTS-Properties VII have reached an agreement in ~~Registrant's~~principle ~~Certifying~~with representatives of ~~Accountant~~the class of plaintiffs to settle the action captioned Buchanan et al. v. NTS-Properties Associates et al. (Case No. C 01-05090). The action was originally filed in the Superior Court of the State of California for the County of Contra Costa against the general partners and several affiliated individuals and entities in December 2001. The settlement is subject to, among other things, preparing and executing a settlement agreement to be presented to the court for preliminary and final approval. The proposed settlement would include releases for all of the parties for any of the claims asserted in the Buchanan litigation and the class action and derivative litigation filed in the Circuit Court for Jefferson County Kentucky and captioned Bohm et al. v. J.D. Nichols et al. (Case No. 03-CI-01740).

~~(a) The~~ As ~~General~~part ~~Partner~~of the proposed settlement, the general partners have agreed to pursue a merger of ~~NTS~~the partnerships along with other real estate entities affiliated with the general partners into a newly-~~Properties~~formed partnership. The V,general partners ~~Ltd~~would seek to list the limited partnership interests to be issued in the merger on a national securities exchange. The merger will be subject to, ~~annually~~among other ~~considers~~things, approval by a majority of the ~~selection~~limited partner interests in each partnership, final approval of the court in which the ~~registrant's~~Buchanan ~~independent~~litigation ~~public~~is ~~accountants.~~pending Onand ~~May~~receipt ~~23,~~by ~~2002,~~the general partners of an opinion regarding the ~~General~~fairness ~~Partner~~of ~~decided~~the merger to the limited ~~dismiss~~partners ~~Arthur~~from ~~Andersen~~a ~~LLP~~financial point ~~("Andersen")~~of asview. An independent appraiser has been retained to appraise all of the properties owned ~~registrant's~~by ~~independent~~the existing partnerships ~~public~~and ~~accountants~~affiliated entities and that would be owned after the merger by the new partnership. The appraisal will be ~~engaged~~used ~~Ernst~~in &establishing exchange ~~Young~~values ~~LLP~~which will determine the number of interests that will be issued to ~~serve~~each asexisting partnership in the ~~registrant's~~merger. The ~~independent~~interests ~~public~~in ~~accountants~~the newly-formed partnership will ~~for~~be ~~2002~~subsequently distributed to the limited and general partners in each existing partnership as though each partnership had been liquidated.

~~(b) Andersen's~~ The ~~reports~~merger onwill ~~NTS-Properties~~also ~~V's~~be ~~consolidated~~subject ~~financial~~to ~~statements for~~ the effectiveness ~~past two~~of ~~years~~a ~~did~~joint prospectus/consent solicitation statement ~~not~~to ~~contain~~be anfiled ~~adverse~~with the ~~opinion~~Securities orand ~~disclaimer~~Exchange Commission. This announcement ofis ~~opinion,~~neither ~~nor~~an ~~were~~offer ~~they qualified or modified as~~ to ~~uncertainty~~purchase, a ~~audit~~solicitation ~~scope~~of oran ~~accounting~~offer ~~principles.~~to ~~Andersen's~~sell ~~report~~nor ~~on NTS-~~the ~~Properties~~solicitation of ~~V's~~a ~~consolidated~~proxy ~~financial~~to ~~statements~~vote, any ~~for~~of ~~2001~~the limited partner interests of ~~was~~the partnerships. Each limited partner is strongly encouraged ~~issued~~to onread ~~April~~the prospectus/consent statement 1,and ~~2002,~~any ~~containing an~~other relevant documents when ~~unqualified~~filed ~~opinion in conjunction~~ with the Securities and ~~publication of NTS-Properties V's Annual Report to~~Exchange ~~Shareholders~~ Commission. These documents will contain important information and ~~the~~may ~~filing~~be obtained free of charge on ~~NTS-Properties V~~the SEC's website at www.sec.gov, ~~Annual~~or ~~Report~~ on ~~Form~~the ~~10-K~~partnerships' website at www.ntsdevelopment.com.

(c) During NTS-Properties V's two most recent fiscal years and through the date of this Form 8-K, there were no disagreements with Andersen on any matter of accounting principles or practices, consolidated financial statement disclosure, or auditing scope or procedure which, if not resolved to Andersen's satisfaction, would have caused them to make reference to the subject matter in connection with their report on NTS-Properties V's consolidated financial statements for such years; and there were no reportable events, as listed in Item 304 (a)(1)(v) of Regulation S-K.2

~~(d) NTS-Properties V provided Andersen with a copy of the foregoing disclosures. Attached~~ as Forward ~~Exhibit~~Looking ~~16.1 is a copy of Andersen's letter, dated May 24, 2002, stating its agreement with such~~Information ~~statements.~~

~~(e) During~~ This ~~NTS~~filing may contain forward-~~Properties~~looking statements ~~V's~~involving ~~two~~risks ~~most~~and ~~recent~~uncertainties. Statements ~~fiscal~~in ~~years~~this ~~and~~filing ~~through~~that ~~the~~are ~~date~~not historical, including statements regarding intentions, beliefs, expectations, representations, plans or predictions of ~~this~~the ~~Form~~future, 8constitute forward-K,looking statements. These ~~NTS-Properties~~risks Vand uncertainties include, but ~~did~~are not ~~consult~~limited ~~Ernst~~to, &court ~~Young~~and ~~LLP~~other regulatory approval ~~with~~of ~~respect~~the proposed mergers, the ability to successfully integrate each of the ~~application~~acquired partnerships ~~of accounting~~as ~~principles~~well toas ageneral ~~specified~~risks and uncertainties associated ~~transaction,~~with ~~either~~owning ~~completed~~real orestate. For ~~proposed,~~a ordiscussion ~~the~~of ~~type~~some of ~~audit~~these potential risks and uncertainties, please ~~opinion~~refer ~~that~~to ~~might~~the annual beand quarterly reports filed ~~rendered~~by oneach ~~NTS-Properties~~of ~~V's~~the partnerships with ~~consolidated~~the Securities and Exchange Commission. The partnerships ~~financial~~do ~~statements,~~not orundertake any ~~other~~ ~~matters~~obligation orto ~~reportable~~update ~~events~~any ~~listed~~forward-looking instatements, whether ~~Items~~as ~~304(~~a~~)(2)(i)~~ ~~and~~result ~~(ii)~~ of ~~Regulation~~new ~~S-K~~information, future events or otherwise.

Item 7 - Exhibits

The following exhibits are filed with this document.

Exhibit
Number		Description
16.1		Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 24, 2002.
99.1		Press Release dated May 29, 2002.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

NTS-PROPERTIES V, ~~LTD.~~ A ~~Maryland~~MARYLAND ~~Limited~~LIMITED ~~Partnership~~PARTNERSHIP By: NTS-Properties Associates V, General Partner By: NTS Capital Corporation, General Partner

/s/ Gregory A. Wells Gregory A. Wells ~~Senior Vice President and~~ Chief Financial Officer of NTS Capital Corporation ~~Date: May 29, 2002~~

~~Exhibit Index~~3

Exhibit
Number		Description
16.1		Letter from Arthur Andersen LLP to the Securities and Exchange Commission dated May 24, 2002.
99.1		Press Release dated May 29, 2002.

Maryland

0-13400

61-1051452

(State or Other

(Commission File

(IRS Employer

Jurisdiction of

Incorporation)

Incorporation)

Filing Compare · NTS PROPERTIES V