UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~December~~May 1511, ~~2014~~2015

WNC Housing Tax Credit Fund VI, L.P., Series 5

(Exact name of registrant as specified in its charter)

California	0-24855	33-0745418
(State or other jurisdiction	(Commission	(IRS Employer
of incorporation)	File Number)	Identification No.)

17782 Sky Park Circle, Irvine, CA 92614

(Address of principal executive offices) (Zip Code)

Registrant's telephone number, including area code: (714) 662-5565

N/A

(Former name or former address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

[ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 25.~~02 Results~~07. Submission of ~~Operations~~Matters ~~and~~to ~~Financial~~a ~~Condition~~Vote of Security Holders.

~~The~~As ~~registrant~~previously ~~mailed~~disclosed ain ~~letter~~the ~~dated December~~definitive ~~15,~~consent ~~2014~~solicitation tomaterials ~~its~~filed ~~limited~~by ~~partners~~the ~~which~~registrant ~~provides~~on ~~certain~~March ~~summary~~25, ~~and~~2015, ~~updated information concerning~~ the registrant’s ~~operations.~~has Aconducted ~~copy~~a solicitation of ~~the~~consents ~~letter~~from isits ~~attached~~security holders to a ~~this report as Exhibit 20~~proposal.1.

The ~~letter~~proposal ~~attached~~entailed toapproval ~~this report as Exhibit 20.1 contains forward-looking statements. All statements other than statements~~ of ~~historical fact may be forward-looking statements. These include statements regarding~~ the ~~registrant's~~sale ~~future financial results, operating results, business strategies, projected costs and capital expenditures, products, competitive positions, and plans and objectives~~ of ~~management for future operations. Forward-looking statements may be identified by~~ the ~~use~~remaining ofinvestment asset ~~words such as "may," "will," "should," "expect," "plan," "anticipate," "believe," "estimate," "predict," "intend" and "continue," or the negative~~ of ~~these terms, and include~~ the ~~assumptions that underlie such statements~~Partnership. ~~The~~Majority approval for ~~registrant's actual results could differ materially from those expressed or implied in these forward-looking statements as a result of various risks and uncertainties, including those set forth in~~ the ~~registrant's~~proposed ~~annual~~asset sale was ~~report~~received on May ~~Form 10-K for the year ended March 31~~11, ~~2014 under Item 1A, "Risk Factors~~2015." All forward-looking statements in the letter attached to this report are based on information available to the registrant as of the date hereof and the registrant assumes no obligation to update any such statements.

~~Item~~The ~~9.01. Financial~~result ~~Statements~~of ~~and~~the ~~Exhibits~~solicitation for the asset sale proposal as of May 11, 2015 was as follows:

~~(d)~~Security ~~Exhibits~~holders were entitled to one vote for each security held.

~~Exhibit~~A total 20of 13,132.~~1 Letter~~929 tovotes ~~Shareholders~~were ~~dated~~received ~~December~~as 15of May 11, ~~2014~~2015 of which 12,532.292 (50.55% of the total outstanding) were in favor of the proposal, 168.000 (0.68% ) were in opposition, and 432.000 (1.74% ) were in abstention.

As stated above, the solicitation was conducted through written consents. No meeting of the registrant’s security holders was held.

Item 9.01. Financial Statements and Exhibits.

None.

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.

	Dated: December 15, 2014		WNC Housing Tax Credit Fund VI, L.P., Series 5
	Dated: May 11, 2015		WNC Housing Tax Credit Fund VI, L.P., Series 5
			By: /s/ MELANIE WENK
			Name: Melanie Wenk
			Title: Senior Vice President - Chief Financial Officer of WNC & Associates, Inc., General Partner of registrant

Filing Compare · WNC HOUSING TAX CREDIT FUND VI LP SERIES 5